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, 2008o

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
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

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 June 30, 2008
  INDEX
  PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


2Consolidated Balance Sheets as of June 30, 2008 and
    December 31, 2007


2Consolidated Statements of Operations for the Three and Six
    Months Ended June 30, 2008 and June 30, 2007


3Consolidated Statements of Comprehensive Income for the Three
    and Six Months Ended June 30, 2008 and June 30, 2007


4Consolidated Statements of Cash Flows for the Six Months Ended
    June 30, 2008 and June 30, 2007


5Notes to Consolidated Financial Statements


6Item 2.


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


21Item 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


34EXHIBIT INDEX


35




---



##### 



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


December 31,2008


2007(Unaudited)(Dollars in thousandsexcept unit data)ASSETSAssets:Investment in Real Estate:Land

$
603,721


$
584,774Buildings and Improvements


2,178,847



2,258,182Construction in Progress


91,926



70,311Less: Accumulated Depreciation


(429,287
)


(436,512
)Net Investment in Real Estate


2,445,207



2,476,755Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $1,874 and $3,038 at June 30, 2008 and
    December 31, 2007, respectively


21,910



37,875Investments in and Advances to Other Real Estate Partnerships


347,211



408,849Cash and Cash Equivalents


13,526



4,696Restricted Cash


90,601



24,891Tenant Accounts Receivable, Net


9,187



7,825Investments in Joint Ventures


63,376



57,543Deferred Rent Receivable, Net


26,282



27,999Deferred Financing Costs, Net


13,729



15,373Deferred Leasing Intangibles, Net


74,039



78,137Prepaid Expenses and Other Assets, Net


200,408



161,200Total Assets

$
3,305,476


$
3,301,143LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable, Net

$
76,017


$
73,550Senior Unsecured Debt, Net


1,530,355



1,550,991Unsecured Line of Credit


355,800



322,129Accounts Payable, Accrued Expenses and Other Liabilities, Net


142,371



188,269Deferred Leasing Intangibles, Net


19,493



20,153Rents Received in Advance and Security Deposits


23,463



26,537Distributions Payable


37,652



37,311Total Liabilities


2,185,151



2,218,940Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 units issued and
    outstanding at June 30, 2008 and December 31,
    2007) with a liquidation preference of $275,000


266,211



266,211General Partner Units (44,298,500 and 43,672,149 units
    issued and outstanding at June 30, 2008 and
    December 31, 2007, respectively)


713,321



678,586Limited Partners Units (6,286,151 and 6,438,695 units
    issued and outstanding at June 30, 2008 and
    December 31, 2007, respectively)


148,594



148,429Accumulated Other Comprehensive Loss


(7,801
)


(11,023
)Total Partners Capital


1,120,325



1,082,203Total Liabilities and Partners Capital

$
3,305,476


$
3,301,143    2




---



##### 



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 30,2008


2007


2008


2007(Unaudited)(Dollars in thousands except per unit data)Revenues:Rental Income

$
60,742


$
53,790


$
119,411


$
106,105Tenant Recoveries and Other Income


26,518



24,534



50,419



51,023Contractor Revenues


33,444



7,601



56,398



15,848Total Revenues


120,704



85,925



226,228



172,976Expenses:Property Expenses


29,442



25,818



59,266



50,290General and Administrative


22,720



22,309



45,928



45,239Depreciation and Other Amortization


41,488



30,189



74,434



59,056Contractor Expenses


32,432



7,053



54,733



15,090Total Expenses


126,082



85,369



234,361



169,675Other Income/Expense:Interest Income


1,078



170



1,706



387Interest Expense


(27,616
)


(29,667
)


(56,472
)


(59,568
)Amortization of Deferred Financing Costs


(722
)


(824
)


(1,445
)


(1,644
)Gain (Loss) From Early Retirement of Debt


1,489



(108
)


1,489



(254
)Total Other Income/Expense


(25,771
)


(30,429
)


(54,722
)


(61,079
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income of Joint Ventures and
    Income Tax Benefit


(31,149
)


(29,873
)


(62,855
)


(57,778
)Equity in Income of Other Real Estate Partnerships


32,064



4,374



41,163



9,894Equity in Income of Joint Ventures


3,268



11,626



6,570



17,257Income Tax Benefit


3,366



110



5,919



2,039Income (Loss) from Continuing Operations


7,549



(13,763
)


(9,203
)


(28,588
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $42,044 and $59,429 for the Three Months Ended
    June 30, 2008 and 2007, respectively, and $109,961 and
    $114,799 for the Six Months Ended June 30, 2008 and 2007,
    respectively)


44,759



66,722



116,628



130,726Provision for Income Taxes Allocable to Discontinued Operations
    (Including $3,362 and $11,070 for the Three Months Ended
    June 30, 2008 and 2007, respectively and $3,608 and $21,203
    for the Six Months Ended June 30, 2008 and 2007,
    respectively allocable to Gain on Sale of Real Estate)


(3,783
)


(11,802
)


(4,234
)


(23,036
)Income Before Gain on Sale of Real Estate


48,525



41,157



103,191



79,102Gain on Sale of Real Estate


4,390



830



12,061



2,859Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(1,104
)


(327
)


(2,696
)


(1,095
)Net Income


51,811



41,660



112,556



80,866Less: Preferred Unit Distributions


(4,857
)


(5,671
)


(9,714
)


(11,606
)Less: Preferred Unit Redemptions






(2,017
)






(2,017
)Net Income Available to Unitholders

$
46,954


$
33,972


$
102,842


$
67,243Basic and Diluted Earnings Per Unit:Income (Loss) from Continuing Operations

$
0.12


$
(0.41
)

$
(0.19
)

$
(0.79
)Income From Discontinued Operations

$
0.83


$
1.08


$
2.27


$
2.11Net Income Available to Unitholders

$
0.95


$
0.67


$
2.08


$
1.32Basic Weighted Average Units Outstanding


49,416



50,985



49,411



50,975Diluted Weighted Average Units Outstanding


49,427



50,985



49,411



50,975Net Income Available to Unitholders Attributable to:General Partners

$
41,134


$
29,710


$
89,889


$
58,769Limited Partners


5,820



4,262



12,953



8,474Net Income Available to Unitholders

$
46,954


$
33,972


$
102,842


$
67,243Distribution Declared per Unit Outstanding

$
0.72


$
0.71


$
1.44


$
1.42    3




---



##### 



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 30,2008


2007


2008


2007(Unaudited)(Dollars in thousands)Net Income

$
51,811


$
41,660


$
112,556


$
80,866Mark to Market of Interest Rate Protection Agreements, Net of
    Income Tax Provision


5,375



4,357



3,533



4,215Amortization of Interest Rate Protection Agreements


(191
)


(243
)


(378
)


(539
)Write-off of Unamortized Settlement of Interest Rate Protection
    Agreements


455







455



Mark to Market of Mortgage Notes Receivable


(328
)










Settlement of Interest Rate Protection Agreements






(4,261
)






(4,261
)Foreign Currency Translation Adjustment, Offset by Income Tax
    Benefit


273







(388
)


Other Comprehensive Income

$
57,395


$
41,513


$
115,778


$
80,281    4




---



##### 



FIRST
    INDUSTRIAL, L.P.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Six Months


Six MonthsEnded


EndedJune 30,


June 30,2008


2007(Unaudited)(Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Income

$
112,556


$
80,866Adjustments to Reconcile Net Income to Net Cash Used In
    Operating Activities:Depreciation


51,454



53,010Amortization of Deferred Financing Costs


1,445



1,644Other Amortization


29,294



23,498Provision for Bad Debt


1,498



31Equity in Income of Joint Ventures


(6,570
)


(17,257
)Distributions from Joint Ventures


8,182



17,327Gain on Sale of Real Estate


(122,022
)


(117,658
)(Gain) Loss on Early Retirement of Debt


(1,489
)


254Equity in Income of Other Real Estate Partnerships


(41,163
)


(9,894
)Distributions from Investment in Other Real Estate Partnerships


41,163



9,894Decrease in Developments for Sale Costs


1,860



7,528(Increase) Decrease in Tenant Accounts Receivable and Prepaid
    Expenses and Other Assets, Net


(20,007
)


2,212Increase in Deferred Rent Receivable


(3,786
)


(5,017
)Decrease in Accounts Payable and Accrued Expenses and Rents
    Received in Advance and Security Deposits


(24,587
)


(8,137
)Decrease (Increase) in Restricted Cash


89



(234
)Net Cash Provided by Operating Activities


27,917



38,067CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(280,718
)


(329,396
)Net Proceeds from Sales of Investments in Real Estate


333,748



386,259Investments in and Advances to Other Real Estate Partnerships


(29,414
)


(57,058
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


91,052



25,774Contributions to and Investments in Joint Ventures


(10,916
)


(15,767
)Distributions from Joint Ventures


3,050



7,436Funding of Notes Receivable


(10,325
)


(8,385
)Repayment of Notes Receivable


21,151



8,385Increase in Restricted Cash


(65,799
)


(28,532
)Net Cash Provided by (Used in) Investing Activities


51,829



(11,284
)CASH FLOWS FROM FINANCING ACTIVITIES:Unit Contributions


161



393Unit Distributions


(72,502
)


(73,483
)Preferred Unit Distributions


(9,714
)


(12,684
)Redemption of Preferred Units






(50,014
)Repurchase of Restricted Units


(3,508
)


(3,707
)Net Proceeds from Senior Unsecured Debt






149,595Repayments of Senior Unsecured Debt


(19,359
)


(150,000
)Other Costs of Senior Unsecured Debt






(4,261
)Repayments on Mortgage Loans Payable


(1,525
)


(32,795
)Debt Issuance Costs


(15
)


(2,190
)Proceeds from Unsecured Line of Credit


356,000



570,000Repayments on Unsecured Line of Credit


(322,000
)


(430,000
)Cash Book Overdraft.


1,562



1,316Net Cash Used in Financing Activities


(70,900
)


(37,830
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


(16
)


Net Increase (Decrease) in Cash and Cash Equivalents


8,846



(11,047
)Cash and Cash Equivalents, Beginning of Period


4,696



15,124Cash and Cash Equivalents, End of Period

$
13,526


$
4,077    5




---



##### 



FIRST
    INDUSTRIAL, L.P.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except Unit and per Unit data)

(Unaudited) 1.
    Organization
    and Formation of Partnership              2.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-K
   6




---



##### 



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Construction
    Revenues and Expenses
    Deferred
    Leasing Intangibles
    June 30,


December 31,2008


2007In-Place Leases

$
75,518


$
78,332Less: Accumulated Amortization


(24,975
)


(22,048
)$
50,543


$
56,284Above Market Leases

$
4,638


$
5,069Less: Accumulated Amortization


(1,975
)


(2,023
)$
2,663


$
3,046Tenant Relationships

$
24,696


$
21,597Less: Accumulated Amortization


(3,863
)


(2,790
)$
20,833


$
18,807Total Deferred Leasing Intangibles, Net

$
74,039


$
78,137     June 30,


December 31,2008


2007Below Market Leases

$
29,501


$
28,316Less: Accumulated Amortization


(10,008
)


(8,163
)$
19,493


$
20,153  7




---



##### 



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


June 30,2008


2007In-Place Leases

$
8,737


$
14,666Above Market Leases

$
61


$
855Tenant Relationships

$
5,040


$
7,442Below Market Leases

$
(1,993
)

$
(6,051
)     June 30,


June 30,2008


2007In-Place Leases


41



82Above Market Leases


43



107Tenant Relationships


93



117Below Market Leases


32



158     Income
    Taxes
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-2 FSP 157-2,
  Business Combinations
 8




---



##### 



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative
    Instruments and Hedging Activities,
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1), 14-1 14-1 14-1
  3.
    Investments
    in and Advances to Other Real Estate Partnerships   9




---



##### 



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


December 31,2008


2007ASSETSAssets:Investment in Real Estate, Net

$
281,817


$
339,533Other Assets, Net


77,951



83,939Total Assets

$
359,768


$
423,472LIABILITIES AND PARTNERS CAPITALLiabilities:Total Liabilities

$
9,203


$
11,216Partners Capital


350,565



412,256Total Liabilities and Partners Capital

$
359,768


$
423,472     Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2008


June 30, 2007


June 30, 2008


June 30, 2007Total Revenues, Including Interest Income

$
10,156


$
9,793


$
20,399


$
19,153Property Expenses


(3,596
)


(2,740
)


(6,859
)


(5,520
)Depreciation and Other Amortization


(3,897
)


(4,446
)


(8,551
)


(8,786
)Income Tax Provision






(3
)






(9
)Income from Continuing Operations


2,663



2,604



4,989



4,838Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $28,440 and $0 for the three months ended
    June 30, 2008 and 2007, respectively, and $33,883 and $0
    for the Six Months Ended June 30, 2008 and 2007,
    respectively)


29,759



1,810



36,616



3,594(Loss) Gain on Sale of Real Estate


(53
)






(52
)


1,545Net Income

$
32,369


$
4,414


$
41,553


$
9,977   4.
    Investments
    in Joint Ventures and Property Management Services   10




---



##### 



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


For the SixMonths Ended


Months EndedJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007Contributions

$
5,332


$
10,569


$
10,414


$
14,734Distributions

$
6,652


$
13,757


$
11,232


$
24,763Fees

$
4,702


$
7,549


$
9,288


$
13,251  11




---



##### 



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


Interest

InterestBalance at


Rate at

Rate atJune 30,


December 31,


June 30,

June 30,2008


2007


2008

2008

Maturity Date07/09 -Mortgage Loans Payable, Net

$
76,017


$
73,550


5.50%-9.25%

4.58%-9.25%


09/24Unamortized Premiums


(2,091
)


(2,196
)Mortgage Loans Payable, Gross

$
73,926


$
71,354Senior Unsecured Debt, Net2016 Notes


194,490



199,442


5.750%

5.91%


01/15/162017 Notes


99,910



99,905


7.500%

7.52%


12/01/172027 Notes


15,056



15,056


7.150%

7.11%


05/15/272028 Notes


199,842



199,838


7.600%

8.13%


07/15/282011 Notes


199,837



199,807


7.375%

7.39%


03/15/112012 Notes


199,477



199,408


6.875%

6.85%


04/15/122032 Notes


49,469



49,457


7.750%

7.87%


04/15/322009 Notes


124,958



124,937


5.250%

4.10%


06/15/092014 Notes


114,206



113,521


6.420%

6.54%


06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%


09/15/112017 II Notes


133,110



149,620


5.950%

6.37%


05/15/17Subtotal

$
1,530,355


$
1,550,991Unamortized Discounts


13,145



14,079Senior Unsecured Debt, Gross

$
1,543,500


$
1,565,070Unsecured Line of Credit Total

$
355,800


$
322,129


3.088%

3.088%


09/28/12        12




---



##### 



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      AmountRemainder of 2008

$
1,6232009


133,0382010


15,5372011


407,3592012


560,255Thereafter


855,414Total

$
1,973,226   6.
    Partners
    Capital  lock-up
  Unit
    Contributions:
     13




---



##### 



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Distributions:
    Six Months EndedJune 30, 2008Distribution


Totalper Unit


DistributionOperating Partnership Units

$
1.44


$
72,843Series F Preferred Units

$
3,118.00


$
1,559Series G Preferred Units

$
3,618.00


$
905Series J Preferred Units

$
9,062.60


$
5,438Series K Preferred Units

$
9,062.60


$
1,812   7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations  Accounting for Leases Accounting for the Impairment
    or Disposal of Long-Lived Assets
     14




---



##### 



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2008


June 30, 2007


June 30, 2008


June 30, 2007Total Revenues

$
5,084


$
19,931


$
15,326


$
43,376Property Expenses


(1,596
)


(6,573
)


(5,615
)


(14,415
)Depreciation and Amortization


(773
)


(6,065
)


(3,044
)


(13,034
)Gain on Sale of Real Estate


42,044



59,429



109,961



114,799Provision for Income Taxes


(3,783
)


(11,802
)


(4,234
)


(23,036
)Income from Discontinued Operations

$
40,976


$
54,920


$
112,394


$
107,690     9.
    Supplemental
    Information to Statements of Cash Flows    Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007Interest paid, net of capitalized interest

$
57,602


$
58,945Interest capitalized

$
4,232


$
3,387Supplemental schedule of non-cash investing and financing
    activities:Distribution payable on units

$
36,420


$
36,854Distribution payable on preferred units

$
1,232


$
4,856Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(3,733
)

$
(1,480
)General partnership units


3,733



1,480$



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

$
(277
)

$
(5,040
)Mortgage debt

$
(4,353
)

$
(38,590
)Write-off of fully depreciated assets

$
(30,599
)

$
(16,861
)In conjunction with certain property sales, the Operating
    Partnership provided seller financing and assigned mortgage note
    payable:Mortgage notes receivable

$
40,282


$
42,172Mortgage note payable

$



$
769  15




---



##### 



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007Numerator:Income (Loss) from Continuing Operations

$
7,549


$
(13,763
)

$
(9,203
)

$
(28,588
)Gain on Sale of Real Estate, Net of Income Taxes


3,286



503



9,365



1,764Less: Preferred Unit Distributions


(4,857
)


(5,671
)


(9,714
)


(11,606
)Less: Preferred Unit Redemptions






(2,017
)






(2,017
)Income (Loss) from Continuing Operations Available to
    Unitholders, Net of Income Taxes  For Basic and
    Diluted EPU


5,978



(20,948
)


(9,552
)


(40,447
)Discontinued Operations, Net of Income Taxes


40,976



54,920



112,394



107,690Net Income Available to Unitholders

$
46,954


$
33,972


$
102,842


$
67,243Denominator:Weighted Average Units  Basic


49,415,532



50,984,560



49,411,313



50,975,175Effect of Dilutive Securities that Result in the Issuance of
    General Partner Units:Employee and Director Common Stock Options


2,718











Employee and Director Shares of Restricted Stock


8,859











Weighted Average Units  Diluted


49,427,109



50,984,560



49,411,313



50,975,175Basic and Diluted EPU:Income (Loss) from Continuing Operations Available to
    Unitholders, Net of Income Taxes

$
0.12


$
(0.41
)

$
(0.19
)

$
(0.79
)Discontinued Operations, Net of Income Taxes

$
0.83


$
1.08


$
2.27


$
2.11Net Income Available to Unitholders

$
0.95


$
0.67


$
2.08


$
1.32        16




---



##### 



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Stock
    Based Compensation    12.
    Other
    Comprehensive Income and Fair Value Measurements         17




---



##### 



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


Significant Other


UnobservableJune 30,


Identical Assets


Observable Inputs


InputsDescription

2008


(Level 1)


(Level 2)


(Level 3)Assets:Interest Rate Protection Agreements(1)

$
3,410






$
3,410



     (1)
    
    Mark to market gains on the interest rate protection agreements
    are recorded in accumulated other comprehensive income and the
    value of the interest rate protection agreements is included in
    prepaid expenses and other assets, net.     18




---



##### 



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Commitments
    and Contingencies        14.
    Related
    Party Transactions    15.
    Subsequent
    Events         19




---



##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up Form 10-K Form 10-Q,
  GENERAL
           20




---



##### 



MANAGEMENTS
    OVERVIEW
      and/or
 21




---



##### 



RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2008 to Six Months Ended
    June 30, 2007
     22




---



##### 



Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
133,771


$
129,440


$
4,331



3.3
%Acquired Properties


18,891



5,666



13,225



233.4
%Sold Properties


14,016



42,595



(28,579
)


(67.1
)%(Re)Developments and Land, Not Included Above


3,763



1,804



1,959



108.6
%Other


14,715



20,999



(6,284
)


(29.9
)%185,156



200,504



(15,348
)


(7.7
)%Discontinued Operations


(15,326
)


(43,376
)


28,050



(64.7
)%Subtotal Revenues


169,830



157,128



12,702



8.1
%Construction Revenues


56,398



15,848



40,550



255.9
%Total Revenues

$
226,228


$
172,976


$
53,252



30.8
%     23




---



##### 



Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
43,872


$
39,775


$
4,097



10.3
%Acquired Properties


5,822



1,279



4,543



355.2
%Sold Properties


5,002



13,044



(8,042
)


(61.7
)%(Re)Developments and Land, Not Included Above


2,107



1,679



428



25.5
%Other


8,078



8,928



(850
)


(9.5
)%64,881



64,705



176



0.3
%Discontinued Operations


(5,615
)


(14,415
)


8,800



(61.0
)%Total Property Expenses


59,266



50,290



8,976



17.8
%Construction Expenses


54,733



15,090



39,643



262.7
%Total Property and Construction Expenses

$
113,999


$
65,380


$
48,619



74.4
%       Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
52,832


$
53,289


$
(457
)


(0.9
)%Acquired Properties


18,280



4,017



14,263



355.1
%Sold Properties


2,718



12,847



(10,129
)


(78.8
)%(Re)Developments and Land, Not Included Above and Other


2,674



975



1,699



174.3
%Corporate Furniture, Fixtures and Equipment


974



962



12



1.2
%77,478



72,090



5,388



7.5
%Discontinued Operations


(3,044
)


(13,034
)


9,990



(76.6
)%Total Depreciation and Other Amortization

$
74,434


$
59,056


$
15,378



26.0
%    24




---



##### 



Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007($ in 000s)Total Revenues

$
15,326


$
43,376Property Expenses


(5,615
)


(14,415
)Depreciation and Amortization


(3,044
)


(13,034
)Gain on Sale of Real Estate


109,961



114,799Provision for Income Taxes


(4,234
)


(23,036
)Income from Discontinued Operations

$
112,394


$
107,690      25




---



##### 



Comparison
    of Three Months Ended June 30, 2008 to Three Months Ended
    June 30, 2007
          Three Months


Three MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
65,891


$
64,959


$
932



1.4
%Acquired Properties


11,686



3,028



8,658



285.9
%Sold Properties


4,378



19,565



(15,187
)


(77.6
)%(Re)Developments and Land, Not Included Above


1,812



1,065



747



70.1
%Other


8,577



9,638



(1,061
)


(11.0
)%92,344



98,255



(5,911
)


(6.0
)%Discontinued Operations


(5,084
)


(19,931
)


14,847



(74.5
)%Subtotal Revenues


87,260



78,324



8,936



11.4
%Construction Revenues


33,444



7,601



25,843



340.0
%Total Revenues

$
120,704


$
85,925


$
34,779



40.5
%  26




---



##### 



Three Months


Three MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
21,420


$
19,238


$
2,182



11.3
%Acquired Properties


3,194



1,034



2,160



208.9
%Sold Properties


1,354



5,997



(4,643
)


(77.4
)%(Re)Developments and Land, Not Included Above


1,273



814



459



56.4
%Other


3,797



5,308



(1,511
)


(28.5
)%31,038



32,391



(1,353
)


(4.2
)%Discontinued Operations


(1,596
)


(6,573
)


4,977



(75.7
)%Total Property Expenses


29,442



25,818



3,624



14.0
%Construction Expenses


32,432



7,053



25,379



359.8
%Total Property and Construction Expenses

$
61,874


$
32,871


$
29,003



88.2
%    27




---



##### 



Three Months


Three MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
26,673


$
26,763


$
(90
)


(0.3
)%Acquired Properties


13,149



2,521



10,628



421.6
%Sold Properties


652



5,971



(5,319
)


(89.1
)%(Re)Developments and Land, Not Included Above and Other


1,274



508



766



150.8
%Corporate Furniture, Fixtures and Equipment


513



491



22



4.5
%42,261



36,254



6,007



16.6
%Discontinued Operations


(773
)


(6,065
)


5,292



(87.3
)%Total Depreciation and Other Amortization

$
41,488


$
30,189


$
11,299



37.4
%                  28




---



##### 



Three Months


Three MonthsEnded


EndedJune 30, 2008


June 30, 2007($ in 000s)Total Revenues

$
5,084


$
19,931Property Expenses


(1,596
)


(6,573
)Depreciation and Amortization


(773
)


(6,065
)Gain on Sale of Real Estate


42,044



59,429Provision for Income Taxes


(3,783
)


(11,802
)Income from Discontinued Operations

$
40,976


$
54,920         LIQUIDITY
    AND CAPITAL RESOURCES
       29




---



##### 



Six
    Months Ended June 30, 2008
                Market
    Risk
   30




---



##### 



Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
       31




---



##### 



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




---



##### 



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    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 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




---



##### 



SIGNATURE      
  By:
    /s/  Scott
    A. Musil       34




---



##### 



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 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 35