##### 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
    March 31, 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 March 31, 2006
  INDEX
  PagePART I: FINANCIAL
    INFORMATIONItem 1.


Financial
    Statements


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


3Consolidated
    Statements of Operations for the Three Months Ended
    March 31, 2006 and March 31, 2005


4Consolidated
    Statements of Comprehensive Income for the Three Months Ended
    March 31, 2006 and March 31, 2005


5Consolidated
    Statements of Cash Flows for the Three Months Ended
    March 31, 2006, and March 31, 2005


6Notes to
    Consolidated Financial Statements


7Item 2.


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


23Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


32Item 4.


Controls and
    Procedures


32PART II: OTHER
    INFORMATIONItem 1.


Legal
    Proceedings


33Item 1A.


Risk Factors


33Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


33Item 3.


Defaults Upon
    Senior Securities


33Item 4.


Submission of
    Matters to a Vote of Security Holders


33Item 5.


Other
    Information


33Item 6.


Exhibits


33SIGNATURE


35EXHIBIT
    INDEX


36Certification of Principal Executive OfficerCertification of Principal Financial OfficerSection 906 Certification   2




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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 31,2006


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

$
481,920


$
490,359Buildings and Improvements


2,216,835



2,340,504Construction in Progress


59,671



66,074Less: Accumulated Depreciation


(371,399
)


(355,755
)Net Investment in Real Estate


2,387,027



2,541,182Real Estate and Other Held for
    Sale, Net of Accumulated Depreciation and Amortization of $4,463
    and $1,622 at March 31, 2006 and December 31, 2005,
    respectively


134,752



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


354,554



378,864Cash and Cash Equivalents






6,811Restricted Cash


23,438



14,945Tenant Accounts Receivable, Net


6,812



7,627Investments in Joint Ventures


44,354



44,330Deferred Rent Receivable, Net


21,180



21,520Deferred Financing Costs, Net


12,208



10,907Deferred Leasing Intangibles, Net


68,654



70,879Prepaid Expenses and Other Assets,
    Net


81,028



116,560Total Assets

$
3,134,007


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

$
60,034


$
54,929Senior Unsecured Debt, Net


1,498,572



1,298,893Unsecured Line of Credit


231,000



457,500Accounts Payable and Accrued
    Expenses


103,273



116,249Deferred Leasing Intangibles, Net


14,427



22,169Rents Received in Advance and
    Security Deposits


26,718



27,578Leasing Intangibles Held for Sale,
    Net of Accumulated Amortization of $257 at March 31, 2006


1,794



Distributions Payable


36,015



39,509Total Liabilities


1,971,833



2,016,827Commitments and Contingencies






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


266,303



303,068General Partner Units (44,720,466
    and 44,444,710 units issued and outstanding at
    March 31, 2006 and December 31, 2005, respectively)


744,372



773,921Unamortized Value of General
    Partnership Restricted Units






(16,825
)Limited Partners Units
    (6,745,363 and 6,740,742 units issued and outstanding at
    March 31, 2006 and December 31, 2005, respectively)


158,401



159,832Accumulated Other Comprehensive Loss


(6,902
)


(6,358
)Total Partners Capital


1,162,174



1,213,638Total Liabilities and
    Partners Capital

$
3,134,007


$
3,230,465    3




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2006


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

$
59,521


$
49,796Tenant Recoveries and Other Income


24,015



19,671Revenues from Build to Suit
    Development for Sale


733



Total Revenues


84,269



69,467Expenses:Operating Expenses


30,270



24,351General and Administrative


17,383



11,621Depreciation and Other Amortization


32,154



21,671Expenses from Build to Suit
    Development for Sale


666



Total Expenses


80,473



57,643Other Income/Expense:Interest Income


229



297Interest Expense


(29,476
)


(25,758
)Amortization of Deferred Financing
    Costs


(618
)


(508
)Mark-to-Market/Loss
    on Settlement of Interest Rate Protection Agreement


(170
)


941Total Other Income/Expense


(30,035
)


(25,028
)Loss from Continuing Operations
    Before Equity in Income of Other Real Estate Partnerships,
    Equity in Loss of Joint Ventures and Income Tax Benefit


(26,239
)


(13,204
)Equity in Income of Other Real
    Estate Partnerships


4,888



6,743Equity in Loss of Joint Ventures


(35
)


(122
)Income Tax Benefit


6,037



2,016Loss from Continuing Operations


(15,349
)


(4,567
)Income from Discontinued Operations
    (Including Gain on Sale of Real Estate of $53,639 and $11,713
    for the Three Months Ended March 31, 2006 and
    March 31, 2005, respectively)


55,054



14,008Provision for Income Taxes
    Allocable to Discontinued Operations (Including $14,593 and
    $2,893 allocable to Gain on Sale of Real Estate for the Three
    Months Ended March 31, 2006 and 2005, respectively)


(15,332
)


(3,898
)Income Before Gain on Sale of Real
    Estate


24,373



5,543Gain on Sale of Real Estate


1,518



20,670Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(92
)


(7,538
)Net Income


25,799



18,675Less: Preferred Unit Distributions


(5,019
)


(2,310
)Less: Preferred Unit Redemptions


(672
)


Net Income Available to Unitholders

$
20,108


$
16,365Basic Earnings Per Unit:Income from Continuing Operations

$
(0.39
)

$
0.13Income From Discontinued Operations

$
0.78


$
0.21Net Income Available to Unitholders

$
0.40


$
0.34Weighted Average Units Outstanding


50,644



48,625Diluted Earnings Per Unit:Income from Continuing Operations

$
(0.39
)

$
0.13Income From Discontinued Operations

$
0.78


$
0.21Net Income Available to Unitholders

$
0.40


$
0.33Weighted Average Units Outstanding


50,644



48,934Net Income Available to Unitholders
    Attributable to:General Partners

$
17,455


$
14,223Limited Partners


2,653



2,142Net Income Available to Unitholders

$
20,108


$
16,365    4




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2006


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

$
25,799


$
18,675Other Comprehensive Income (Loss):Mark-to-Market
    of Interest Rate Protection Agreements


1,415



Settlement of Interest Rate
    Protection Agreements


(1,729
)


Amortization of Interest Rate
    Protection Agreements


(230
)


(274
)Comprehensive Income

$
25,255


$
18,401    5




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2006


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

$
25,799


$
18,675Adjustments to Reconcile Net
    Income to Net Cash Provided by Operating Activities:Depreciation


26,477



19,525Amortization of Deferred Financing
    Costs


618



508Other Amortization


8,570



6,367Provision for Bad Debt


266



197Equity in Loss of Joint Ventures


35



122Distributions from Joint Ventures


603



Gain on Sale of Real Estate


(55,157
)


(21,645
)Mark to Market of Interest Rate
    Protection Agreement


(16
)


(941
)Equity in Income of Other Real
    Estate Partnerships


(4,888
)


(6,743
)Distributions from Investment in
    Other Real Estate Partnerships


4,888



6,743Decrease in Build to Suit
    Development for Sale Costs Receivable


16,241



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


16,790



(15,977
)Decrease in Deferred Rent
    Receivable


(2,171
)


(1,474
)Decrease in Accounts Payable and
    Accrued Expenses and Rents Received in Advance and Security
    Deposits


(14,594
)


(778
)Net Cash Provided by Operating
    Activities


23,461



4,579CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of and Additions to
    Investment in Real Estate


(217,864
)


(103,429
)Net Proceeds from Sales of
    Investments in Real Estate


275,818



135,153Investments in and Advances to
    Other Real Estate Partnerships


(4,797
)


(14,644
)Distributions from Other Real
    Estate Partnerships in Excess of Equity in Income


29,107



19,753Contributions to and Investments
    in Joint Ventures


(3,382
)


(7,589
)Distributions from Joint Ventures


2,881



125Repayment of Mortgage Loans
    Receivable


11,200



10,607(Increase) Decrease in Restricted
    Cash


(8,493
)


19Net Cash Provided by Investing
    Activities


84,470



39,995CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from the Issuance of
    Preferred Units


144,765



Unit Contributions


689



248Unit Distributions


(35,751
)


(34,255
)Redemption of Preferred Units


(182,156
)


Repurchase of Restricted Units


(2,650
)


(3,006
)Net Proceeds from Senior Unsecured
    Debt


197,617



Other Costs of Senior Unsecured
    Debt


(1,729
)


Proceeds on Mortgage Loan Payable






1,167Preferred Unit Distributions


(8,777
)


(3,542
)Repayments on Mortgage Loans
    Payable


(1,710
)


(458
)Proceeds from Unsecured Lines of
    Credit


202,500



43,500Repayments on Unsecured Lines of
    Credit


(429,000
)


(51,500
)Cash Book Overdraft


1,460



203Net Cash Used in Financing
    Activities


(114,742
)


(47,643
)Net Decrease in Cash and Cash
    Equivalents


(6,811
)


(3,069
)Cash and Cash Equivalents,
    Beginning of Period


6,811



3,069Cash and Cash Equivalents, End of
    Period

$



$
    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          Co-Investment
      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)
    2005Net Income Available to
    Unitholders  as reported

$
16,365Less: Total Stock-Based Employee
    Compensation Expense Determined Under the Fair Value Method


(46
)Net Income Available to
    Unitholders  pro forma

$
16,319Net Income Available to
    Unitholders per Share  as
    reported  Basic

$
0.34Net Income Available to
    Unitholders per Share  pro
    forma  Basic

$
0.34Net Income Available to
    Unitholders per Share  as
    reported  Diluted

$
0.33Net Income Available to
    Unitholders per Share  pro
    forma  Diluted

$
0.33   Deferred
    Leasing Intangibles
    March 31,


December 31,2006


2005In-Place Leases

$
67,993


$
71,818Less: Accumulated Amortization


(7,705
)


(5,829
)$
60,288


$
65,989Above Market Leases

$
5,967


$
6,524Less: Accumulated Amortization


(1,850
)


(1,634
)$
4,117


$
4,890Tenant Relationship

$
4,355


$
Less: Accumulated Amortization


(106
)


$
4,249


$
     March 31,


December 31,2006


2005Below Market Leases

$
17,907


$
25,058Less: Accumulated Amortization


(3,480
)


(2,889
)$
14,427


$
22,169    9




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##### Table of Contents



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

$
5,2632007


6,2202008


6,1752009


6,2402010


5,945Total

$
29,843   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        March 31,


December 31,2006


2005ASSETSAssets:Investment in Real Estate, Net

$
302,796


$
309,013Other Assets, Net


67,862



87,866Total Assets

$
370,658


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

$



$
2,380Other Liabilities


13,209



12,492Total Liabilities


13,209



14,872Partners Capital


357,449



382,007Total Liabilities and
    Partners Capital

$
370,658


$
396,879  11




---



##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005Total Revenues, Including Interest
    Income

$
12,972


$
9,554Property Expenses


(4,212
)


(3,615
)Interest Expense


(11
)


(44
)Amortization of Deferred Financing
    Costs


(2
)


(1
)Depreciation and Other Amortization


(4,199
)


(2,851
)Income from Continuing Operations


4,548



3,043Income from Discontinued
    Operations (Including (Loss) Gain on Sale of Real Estate of
    $(60) and $1,783 for the Three Months Ended March 31, 2006
    and March 31, 2005, respectively


384



2,945Gain on Sale of Real Estate






813Net Income

$
4,932


$
6,801   4.
    Investments
    in Joint Ventures      For the ThreeMonths EndedMarch 31,


March 31,2006


2005Contributions

$
3,168


$
7,052Distributions

$
3,484


$
125Fees

$
4,509


$
1,678   5.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit   12




---



##### Table of Contents



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


Accrued Interest


InterestBalance at


Payable at


Rate atMarch 31,


December 31,


March 31,


December 31,


March 31,


Maturity2006


2005


2006


2005


2006


DateMortgage Loans Payable,
    NetAssumed Loan I

$
2,185


$
2,320


$



$




9.250
%


09/01/09Assumed Loan II


1,760



1,805











9.250
%


01/01/13Acquisition Mortgage Loan IV


1,909



1,936



14



14



8.950
%


10/01/06Acquisition Mortgage Loan VIII


5,267



5,308



36



37



8.260
%


12/01/19Acquisition Mortgage Loan IX


5,463



5,505



38



38



8.260
%


12/01/19Acquisition Mortgage Loan X


15,598
(1)


15,733
(1)


98



98



8.250
%


12/01/10Acquisition Mortgage Loan XII


2,486
(1)


2,503
(1)


15



15



7.540
%


01/01/12Acquisition Mortgage Loan XIV


6,302
(1)


6,392
(1)


34



34



6.940
%


07/01/09Acquisition Mortgage Loan XV



(3)


1,167











N/A
(3)


N/A
(3)Acquisition Mortgage Loan XVI


1,943
(1)


1,960
(1)


9



9



5.500
%


09/30/24Acquisition Mortgage Loan XVII


3,156
(1)


3,209
(1)


18



18



7.375
%


05/01/16Acquisition Mortgage Loan XVIII


7,001
(1)


7,091
(1)


41



42



7.580
%


03/01/11Acquisition Mortgage Loan XIX


2,039
(1)






12







7.320
%


06/01/14Acquisition Mortgage Loan XX


4,925







26







8.000
%


06/05/06Total

$
60,034


$
54,929


$
341


$
305 13




---



##### Table of Contents



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


Accrued Interest


InterestBalance at


Payable at


Rate atMarch 31,


December 31,


March 31,


December 31,


March 31,


Maturity2006


2005


2006


2005


2006


DateSenior Unsecured Debt,
    Net2006 Notes

$
150,000


$
150,000


$
3,500


$
875



7.000
%


12/01/062007 Notes


149,994
(2)


149,992
(2)


4,307



1,456



7.600
%


05/15/072016 Notes


199,321
(2)






2,587







5.750
%


01/15/162017 Notes


99,888
(2)


99,886
(2)


2,500



625



7.500
%


12/01/172027 Notes


15,055
(2)


15,054
(2)


407



138



7.150
%


05/15/272028 Notes


199,825
(2)


199,823
(2)


3,209



7,009



7.600
%


07/15/282011 Notes


199,700
(2)


199,685
(2)


656



4,343



7.375
%


03/15/112012 Notes


199,166
(2)


199,132
(2)


6,340



2,903



6.875
%


04/15/122032 Notes


49,418
(2)


49,413
(2)


1,787



818



7.750
%


04/15/322009 Notes


124,860
(2)


124,849
(2)


1,932



292



5.250
%


06/15/092014 Notes


111,345
(2)


111,059
(2)


2,675



669



6.420
%


06/01/14Total

$
1,498,572


$
1,298,893


$
29,900


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

$
231,000


$
332,500


$
1,267


$
1,833



5.521
%


09/28/082005 Unsecured Line of
    Credit II



(4)


125,000




(4)


232



N/A
(4)


N/A
(5)Total

$
231,000


$
457,500


$
1,267


$
2,065     (1)
    
    At March 31, 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
    $1,814, $219, $402, $24, $240, $647, and $114, 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.(2)
    
    At March 31, 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 $6,
    $679, $112, $15, $175, $300, $834, $582, $140 and $13,655
    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.(3)
    
    On January 12, 2006, the Consolidated Operating Partnership
    paid off and retired the Acquisition Mortgage Loan XV.(4)
    
    On January 10, 2006,  the Consolidated Operating
    Partnership, through the Operating Partnership, paid off and
    retired the 2005 Unsecured Line of Credit II. 14




---



##### Table of Contents



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

$
158,4002007


152,3392008


233,5332009


132,4112010


15,472Thereafter


1,110,489Total

$
1,802,644   Derivatives:
    Other
    Comprehensive Income:
     15




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Partners
    Capital  lock-up one-for-one
     16




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Unit
    Contributions:
        Distributions:
      7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations     17




---



##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005Total Revenues

$
4,298


$
8,637Operating Expenses


(1,104
)


(3,161
)Interest Expense






(173
)Depreciation and Amortization


(1,779
)


(3,008
)Provision for Income Taxes
    Allocable to Operations


(739
)


(1,005
)Gain on Sale of Real Estate


53,639



11,713Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(14,593
)


(2,893
)Income from Discontinued Operations

$
39,722


$
10,110  18




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005Interest paid, net of capitalized
    interest

$
19,466


$
16,912Interest capitalized

$
1,376


$
539Supplemental schedule of non-cash
    investing and financing activities:Distribution payable on units

$
36,015


$
34,339Exchange of limited partnership
    units for general partnership units:Limited partnership units

$
(660
)

$
General partnership units


660



$



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

$
(433
)

$
(521
)Issuance of Limited Partnership
    Units

$
1,288


$
(1,507
)Mortgage Debt

$
(6,995
)

$
(1,977
)In conjunction with certain
    property sales, the Operating Partnership provided seller
    financing:Notes Receivable

$
11,200


$
4,998  19




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005Numerator:Loss from Continuing Operations

$
(15,349
)

$
(4,567
)Gain on Sale of Real Estate, Net
    of Income Taxes


1,426



13,132Less: Preferred Distributions


(5,019
)


(2,310
)Less: Redemption of Preferred Units


(672
)


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


(19,614
)


6,255Discontinued Operations, Net of
    Income Taxes


39,722



10,110Net Income Available to Unitholders

$
20,108


$
16,365Denominator:Weighted Average
    Units  Basic


50,644,488



48,625,498Effect of Dilutive Securities that
    Result in the Issuance of General Partner Units:Employee and Director Common Stock
    Options






188,402Employee and Director Shares of
    Restricted Stock






120,084Weighted Average Units
    Outstanding  Diluted


50,644,488



48,933,984Basic EPU:Income from Continuing Operations
    Available to Unitholders

$
(0.39
)

$
0.13Discontinued Operations, Net of
    Income Taxes

$
0.78


$
0.21Net Income Available to Unitholders

$
0.40


$
0.34Diluted EPU:Income from Continuing Operations
    Available to Unitholders

$
(0.39
)

$
0.13Discontinued Operations, Net of
    Income Taxes

$
0.78


$
0.21Net Income Available to Unitholders

$
0.40


$
0.33        20




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Employee
    Benefit Plans        WeightedAverage


Exercise


AggregateExercise


Price


IntrinsicShares


Price


per Share


ValueOutstanding at December 31,
    2005


546,723


$
31.27



$22.75-$33.15Exercised


(43,567
)

$
31.03



$25.13-$33.15


$
492Expired or Terminated


(3,700
)

$
30.53



$30.53Outstanding at March 31, 2006


499,456


$
31.29



$22.75-$33.15


$
5,692     Number


Weighted


WeightedOutstanding


Average


Averageand


Remaining


ExerciseRange of Exercise
    Price

Exercisable


Contractual Life


Price$22.75-$27.69


46,370



2.52



26.32$30.00-$33.15


453,086



4.53



31.80       Weighted AverageUnits


Grant Date Fair ValueOutstanding at December 31,
    2005


700,023


$
34.23Issued


304,311


$
38.01Vested


(209,391
)

$
36.71Forfeited


(19,417
)

$
34.10Outstanding at March 31, 2006


775,526


$
35.40  21




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Commitments
    and Contingencies        13.
    Related
    Party Transactions    14.
    Subsequent
    Events       22




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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
  GENERAL
             23




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##### Table of Contents



MANAGEMENTS
    OVERVIEW
       24




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##### Table of Contents



and/or
     25




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2006 to Three Months Ended
    March 31, 2005
        Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005


$ Change


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

$
59,324


$
62,945


$
(3,621
)


(5.8
)%Acquired Properties


15,200



159



15,041



9,459.7
%Sold Properties


3,117



8,017



(4,900
)


(61.1
)%Properties Not In Service


4,790



3,261



1,529



46.9
%Other


6,136



3,722



2,414



64.9
%88,567



78,104



10,463



13.4
%Discontinued Operations


(4,298
)


(8,637
)


4,339



(50.2
)%Total Revenues

$
84,269


$
69,467


$
14,802



21.3
%     26




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005


$ Change


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

$
21,083


$
20,740


$
343



1.7
%Acquired Properties


3,735



50



3,685



7,370.0
%Sold Properties


1,235



3,042



(1,807
)


(59.4
)%Properties Not In Service


2,466



2,059



407



19.8
%Other


3,521



1,621



1,900



117.2
%32,040



27,512



4,528



16.5
%Discontinued Operations


(1,104
)


(3,161
)


2,057



(65.1
)%Total Property Expenses

$
30,936


$
24,351


$
6,585



27.0
%       Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005


$ Change


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

$
19,521


$
19,166


$
355



1.9
%Acquired Properties


9,410



169



9,241



5,468.0
%Sold Properties


1,014



2,763



(1,749
)


(63.3
)%Properties Not In Service and Other


3,572



2,260



1,312



58.1
%Corporate Furniture, Fixtures and
    Equipment


416



321



95



29.6
%$
33,933


$
24,679


$
9,254



37.5
%Discontinued Operations


(1,779
)


(3,008
)


5,229



(40.9
)%Total Depreciation and Other
    Amortization

$
32,154


$
21,671


$
10,483



48.4
%        27




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2006


2005($ in 000s)Total Revenues

$
4,298


$
8,637Operating Expenses


(1,104
)


(3,161
)Interest Expense






(173
)Depreciation and Amortization


(1,779
)


(3,008
)Provision for Income Taxes
    Allocable to Operations


(739
)


(1,005
)Gain on Sale of Real Estate


53,639



11,713Provision for Income Taxes
    Allocable to Gain on Sale


(14,593
)


(2,893
)Income from Discontinued Operations

$
39,722


$
10,110    28




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
        Three
    Months Ended March 31, 2006
     29




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##### Table of Contents



30




---



##### Table of Contents



Market
    Risk
              Recent
    Accounting Pronouncements
  Accounting for
    Certain Hybrid Financial Instruments
       31




---



##### Table of Contents



, Accounting for Servicing of Financial Asset
    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),
 32




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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      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   33




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##### Table of Contents



Item 6.
    Exhibits  Exhibits:
  ExhibitNumber

Description3
.1

Tenth Amended and Restated
    Partnership Agreement of First Industrial, L.P. dated
    January 13, 2006 (the LP Agreement)
    (incorporated by reference to Exhibit 10.2 of the Form 8-K of
    the Company filed January 17, 2006, File No. 1-13102)3
.2

Amendment No. 1 dated
    January 20, 2006 to the LP Agreement (incorporated by
    reference to Exhibit 10.20 of the
    Form 10-K
    of the Company for the period ended December 31, 2005, File
    No. 1-13102)3
.3

Amendment No. 2 dated
    March 31, 2006 to the LP Agreement (incorporated by
    reference to Exhibit 10.4 of the
    Form 10-Q
    of the Company for the period ended March 31, 2006, File
    No. 1-13102)4
.1

Supplemental Indenture No.
    10 dated as of January 10, 2006 between First
    Industrial, L.P. and U.S. Bank National Association,
    as trustee (incorporated by reference to Exhibit 4.1 of the
    Form 8-K
    of the Company filed January 11, 2006, File
    No. 1-13102)31
.1*

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

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

Certification of the Principal
    Executive Officer and the Principal Financial Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes  Oxley Act of
    2002.     *
    
    Filed herewith**
    
    Furnished herewith  Form 10-K, Form 10-Q, Form 8-K,
  
 34




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##### Table of Contents



SIGNATURE        By:
    /s/  Scott A. Musil         35




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description3
.1

Tenth Amended and Restated
    Partnership Agreement of First Industrial, L.P. dated
    January 13, 2006 (the LP Agreement)
    (incorporated by reference to Exhibit 10.2 of the Form 8-K of
    the Company filed January 17, 2006, File No. 1-13102)3
.2

Amendment No. 1 dated
    January 20, 2006 to the LP Agreement (incorporated by
    reference to Exhibit 10.20 of the
    Form 10-K
    of the Company for the period ended December 31, 2005, File
    No. 1-13102)3
.3

Amendment No. 2 dated
    March 31, 2006 to the LP Agreement (incorporated by
    reference to Exhibit 10.4 of the
    Form 10-Q
    of the Company for the period ended March 31, 2006, File
    No. 1-13102)4
.1

Supplemental Indenture No.
    10 dated as of January 10, 2006 between First
    Industrial, L.P. and U.S. Bank National Association,
    as trustee (incorporated by reference to Exhibit 4.1 of the
    Form 8-K
    of the Company filed January 11, 2006, File
    No. 1-13102)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 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 36