##### 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, 2007o

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

36-3924586(State or Other Jurisdiction
    of

(I.R.S. EmployerIncorporation or
    Organization)

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




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended March 31, 2007
  INDEX
  
  PagePART I:
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements

3Consolidated
    Balance Sheets as of March 31, 2007 and December 31,
    2006

3Consolidated
    Statements of Operations for the Three Months Ended
    March 31, 2007 and March 31, 2006

4Consolidated
    Statements of Comprehensive Income for the Three Months Ended
    March 31, 2007 and March 31, 2006

5Consolidated
    Statements of Cash Flows for the Three Months Ended
    March 31, 2007, and March 31, 2006

6Notes to
    Consolidated Financial Statements

7Item 2.


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

19Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk

28Item 4.


Controls and
    Procedures

28PART II:
    OTHER INFORMATIONItem 1.


Legal
    Proceedings

28Item 1A.


Risk
    Factors

28Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds

29Item 3.


Defaults Upon
    Senior Securities

29Item 4.


Submission of
    Matters to a Vote of Security Holders

29Item 5.


Other
    Information

29Item 6.


Exhibits

30SIGNATURE

31EXHIBIT
    INDEX

32Certification of Principal Executive OfficerCertification of Principal Financial OfficerCertification of PEO and PFO Pursuant to Section 906   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 31,2007


2006(Unaudited)(Dollars in thousands,except unit data)ASSETSAssets:Investment in Real Estate:Land

$
531,741


$
498,025Buildings and Improvements


2,282,684



2,297,988Construction in Progress


48,584



30,575Less: Accumulated Depreciation


(413,468
)


(402,497
)Net Investment in Real Estate


2,449,541



2,424,091Real Estate Held for Sale, Net of
    Accumulated Depreciation and Amortization of $6,646 and $9,688
    at March 31, 2007 and December 31, 2006, respectively


79,329



115,961Investments in and Advances to
    Other Real Estate Partnerships


393,105



371,390Cash and Cash Equivalents


2,292



15,124Restricted Cash


267



15,970Tenant Accounts Receivable, Net


8,153



6,571Investments in Joint Ventures


53,135



55,614Deferred Rent Receivable, Net


25,375



24,721Deferred Financing Costs, Net


14,441



15,210Deferred Leasing Intangibles, Net


82,616



75,958Prepaid Expenses and Other Assets,
    Net


123,605



114,756Total Assets

$
3,231,859


$
3,235,366LIABILITIES AND PARTNERS
    CAPITALLiabilities:Mortgage Loans Payable, Net

$
94,866


$
77,926Senior Unsecured Debt, Net


1,550,134



1,549,732Unsecured Line of Credit


199,000



207,000Accounts Payable, Accrued Expenses
    and Other Liabilities, Net


118,272



128,691Deferred Leasing Intangibles, Net


17,417



17,402Rents Received in Advance and
    Security Deposits


27,325



26,097Leasing Intangibles Held for Sale,
    Net of Accumulated Amortization of $152 and $183 at
    March 31, 2007 and December 31, 2006, respectively


1,111



2,310Distributions Payable


44,034



42,548Total Liabilities


2,052,159



2,051,706Commitments and Contingencies






Partners Capital:General Partner Preferred Units
    (21,550 units issued and outstanding at March 31, 2007
    and December 31, 2006) with a liquidation preference of
    $325,000


314,208



314,208General Partner Units (45,375,913
    and 45,010,630 units issued and outstanding at
    March 31, 2007 and December 31, 2006, respectively)


727,600



730,493Limited Partners Units
    (6,550,492 and 6,558,442 units issued and outstanding at
    March 31, 2007 and December 31, 2006, respectively)


150,129



150,758Accumulated Other Comprehensive Loss


(12,237
)


(11,799
)Total Partners Capital


1,179,700



1,183,660Total Liabilities and
    Partners Capital

$
3,231,859


$
3,235,366    3




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006(Unaudited)(Dollars in thousands,except unit and per unit data)Revenues:Rental Income

$
65,990


$
53,159Tenant Recoveries and Other Income


31,111



22,600Revenues from Build to Suit
    Development for Sale


3,207



733Contractor Revenues


5,040



Total Revenues


105,348



76,492Expenses:Property Expenses


30,708



27,276General and Administrative


22,930



17,383Depreciation and Other Amortization


34,615



28,569Expenses from Build to Suit
    Development for Sale


3,201



666Contractor Expenses


4,836



Total Expenses


96,290



73,894Other Income/Expense:Interest Income


217



229Interest Expense


(29,901
)


(29,476
)Amortization of Deferred Financing
    Costs


(820
)


(618
)Mark-to-Market/Loss
    on Settlement of Interest Rate Protection Agreement






(170
)Loss From Early Retirement of Debt


(146
)


Total Other Income/Expense


(30,650
)


(30,035
)Loss from Continuing Operations
    Before Equity in Income of Other Real Estate Partnerships,
    Equity in Income (Loss) of Joint Ventures and Income Tax Benefit


(21,592
)


(27,437
)Equity in Income of Other Real
    Estate Partnerships


5,520



4,888Equity in Income (Loss) of Joint
    Ventures


5,631



(35
)Income Tax Benefit


1,472



5,929Loss from Continuing Operations


(8,969
)


(16,655
)Income from Discontinued Operations
    (Including Gain on Sale of Real Estate of $55,370 and $54,082
    for the Three Months Ended March 31, 2007 and
    March 31, 2006, respectively)


57,691



56,695Provision for Income Taxes
    Allocable to Discontinued Operations (Including $10,133 and
    $14,840 allocable to Gain on Sale of Real Estate for the Three
    Months Ended March 31, 2007 and March 31, 2006,
    respectively)


(10,777
)


(15,224
)Income Before Gain on Sale of Real
    Estate


37,945



24,816Gain on Sale of Real Estate


2,029



1,075Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(768
)


(92
)Net Income


39,206



25,799Less: Preferred Unit Distributions


(5,935
)


(5,019
)Less: Preferred Unit Redemptions






(672
)Net Income Available to Unitholders

$
33,271


$
20,108Basic Earnings Per Unit:Loss from Continuing Operations

$
(0.27
)

$
(0.42
)Income From Discontinued Operations

$
0.92


$
0.82Net Income Available to Unitholders

$
0.65


$
0.40Weighted Average Units Outstanding


50,966



50,644Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.27
)

$
(0.42
)Income From Discontinued Operations

$
0.92


$
0.82Net Income Available to Unitholders

$
0.65


$
0.40Weighted Average Units Outstanding


50,966



50,644Net Income Available to Unitholders
    Attributable to:General Partners

$
29,059


$
17,455Limited Partners


4,212



2,653Net Income Available to Unitholders

$
33,271


$
20,108    4




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.



CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006(Unaudited)(Dollars in thousands)Net Income

$
39,206


$
25,799Mark-to-Market
    of Interest Rate Protection Agreements


(142
)


1,415Settlement of Interest Rate
    Protection Agreements






(1,729
)Amortization of Interest Rate
    Protection Agreements


(296
)


(230
)Comprehensive Income

$
38,768


$
25,255    5




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006(Unaudited)(Dollars in thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net Income

$
39,206


$
25,799Adjustments to Reconcile Net Income
    to Net Cash Provided by Operating Activities:Depreciation


26,215



26,477Amortization of Deferred Financing
    Costs


820



618Other Amortization


11,754



8,570Provision for Bad Debt


26



266Equity in (Income) Loss of Joint
    Ventures


(5,631
)


35Distributions from Joint Ventures


5,808



603Gain on Sale of Real Estate


(57,399
)


(55,157
)Loss on Early Retirement of Debt


146



Mark to Market of Interest Rate
    Protection Agreement






(16
)Equity in Income of Other Real
    Estate Partnerships


(5,520
)


(4,888
)Distributions from Investment in
    Other Real Estate Partnerships


5,520



4,888(Increase) Decrease in Developments
    for Sale Costs


(5,132
)


16,241(Increase) Decrease in Tenant
    Accounts Receivable and Prepaid Expenses and Other Assets, Net


(2,813
)


16,790Increase in Deferred Rent Receivable


(2,488
)


(2,171
)Decrease in Accounts Payable and
    Accrued Expenses and Rents Received in Advance and Security
    Deposits


(11,835
)


(14,594
)Increase in Restricted Cash


(103
)


Net Cash (Used In) Provided by
    Operating Activities


(1,426
)


23,461CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of and Additions to
    Investment in Real Estate


(148,733
)


(217,864
)Net Proceeds from Sales of
    Investments in Real Estate


213,712



275,818Investments in and Advances to
    Other Real Estate Partnerships


(35,226
)


(4,797
)Distributions from Other Real
    Estate Partnerships in Excess of Equity in Income


13,511



29,107Contributions to and Investments in
    Joint Ventures


(4,165
)


(3,382
)Distributions from Joint Ventures


5,198



2,881Funding of Notes Receivable


(8,385
)


Repayment of Notes Receivable


8,385



11,200Decrease (Increase) in Restricted
    Cash


15,824



(8,493
)Net Cash Provided by Investing
    Activities


60,121



84,470CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from the Issuance of
    Preferred Units






144,765Unit Contributions


174



689Unit Distributions


(36,613
)


(35,751
)Preferred Unit Distributions


(4,703
)


(8,777
)Redemption of Preferred Units






(182,156
)Repurchase of Restricted Units


(3,707
)


(2,650
)Net Proceeds from Senior Unsecured
    Debt






197,617Other Costs of Senior Unsecured Debt






(1,729
)Repayments on Mortgage Loans Payable


(21,469
)


(1,710
)Debt Issuance Costs and Prepayment
    Penalty


(155
)


Proceeds from Unsecured Line of
    Credit


179,000



202,500Repayments on Unsecured Line of
    Credit


(187,000
)


(429,000
)Cash Book Overdraft


2,946



1,460Net Cash Used in Financing
    Activities


(71,527
)


(114,742
)Net Decrease in Cash and Cash
    Equivalents


(12,832
)


(6,811
)Cash and Cash Equivalents,
    Beginning of Period


15,124



6,811Cash and Cash Equivalents, End of
    Period

$
2,292


$
    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
 7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K
      Deferred
    Leasing Intangibles
    March 31,


December 31,2007


2006In-Place Leases

$
77,433


$
73,341Less: Accumulated Amortization


(15,973
)


(13,832
)$
61,460


$
59,509Above Market Leases

$
5,616


$
5,049Less: Accumulated Amortization


(1,758
)


(1,680
)$
3,858


$
3,369Tenant Relationship

$
18,922


$
14,080Less: Accumulated Amortization


(1,624
)


(1,000
)$
17,298


$
13,080     March 31,


December 31,2007


2006Below Market Leases

$
23,160


$
22,873Less: Accumulated Amortization


(5,743
)


(5,471
)$
17,417


$
17,402      8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Build
    to Suit for Sale and General Contractor Revenues and
    Expenses
  build-to-suit percentage-of-completion SOP 81-1
  EITF 99-19,
  Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes ,
  Fair Value Measurements
  The Fair Value Opinion for Financial Assets and
    Financial Liabilities
 9




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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 31,2007


2006ASSETSAssets:Investment in Real Estate, Net

$
367,832


$
330,223Other Assets, Net


47,569



59,363Total Assets

$
415,401


$
389,586LIABILITIES AND PARTNERS
    CAPITALLiabilities:Other Liabilities

$
19,093


$
15,024Partners Capital


396,308



374,562Total Liabilities and
    Partners Capital

$
415,401


$
389,586     Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006Total Revenues, Including Interest
    Income

$
13,601


$
12,540Property Expenses


(4,166
)


(4,097
)Interest Expense






(11
)Amortization of Deferred Financing
    Costs






(2
)Depreciation and Other Amortization


(5,411
)


(4,088
)Income Tax Provision


(6
)


Income from Continuing Operations


4,018



4,342Income from Discontinued
    Operations (Including Loss on Sale of Real Estate of $60 for the
    Three Months Ended March 31, 2006)






590Gain on Sale of Real Estate


1,545



Net Income

$
5,563


$
4,932  10




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Investments
    in Joint Ventures           For the ThreeMonths EndedMarch 31,


March 31,2007


2006Contributions

$
4,165


$
3,168Distributions

$
11,006


$
3,484Fees

$
5,702


$
4,509  11




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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    EffectiveOutstanding


Interest

InterestBalance at


Rate at

Rate atMarch 31,


December 31,


March 31,

March 31,2007


2006


2007

2007

Maturity DateMortgage Loans Payable,
    Net

$
94,866


$
77,926


5.35% - 9.25%

4.58% - 9.25%

December 2007 - 
    September 2024Unamortized Premiums


(2,739
)


(2,919
)Mortgage Loans Payable,
    Gross

$
92,127


$
75,007Senior Unsecured Debt,
    Net2007 Notes

$
149,999


$
149,998


7.600%

7.61%

05/15/072016 Notes


199,390



199,372


5.750%

5.91%

01/15/162017 Notes


99,898



99,895


7.500%

7.52%

12/01/172027 Notes


15,055



15,055


7.150%

7.11%

05/15/272028 Notes


199,833



199,831


7.600%

8.13%

07/15/282011 Notes


199,761



199,746


7.375%

7.39%

03/15/112012 Notes


199,304



199,270


6.875%

6.85%

04/15/122032 Notes


49,441



49,435


7.750%

7.87%

04/15/322009 Notes


124,904



124,893


5.250%

4.10%

06/15/092014 Notes


112,549



112,237


6.420%

6.54%

06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%

09/15/11Subtotal

$
1,550,134


$
1,549,732Unamortized Discounts


14,936



15,338Senior Unsecured Notes,
    Gross

$
1,565,070


$
1,565,070Unsecured Line of Credit
    Total

$
199,000


$
207,000


6.056%

6.056%

09/28/08    12




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     AmountRemainder of 2007

$
170,0042008


202,1112009


133,0012010


15,5452011


407,360Thereafter


928,176Total

$
1,856,197   Other
    Comprehensive Income:
  mark-to-market
    6.
    Partners
    Capital  lock-up one-for-one
  Unit
    Contributions:
     13




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Distributions:
    Three Months EndedMarch 31, 2007Distribution


Totalper Unit


DistributionOperating Partnership Units

$
0.7100


$
36,867Series C Preferred Units

$
53.9060


$
1,078Series F Preferred Units

$
1,559.0000


$
780Series G Preferred Units

$
1,809.0000


$
452Series J Preferred Units

$
4,531.3000


$
2,719Series K Preferred Units

$
4,531.3000


$
906   7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations       14




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006Total Revenues

$
5,148


$
12,074Property Expenses


(1,606
)


(4,097
)Depreciation and Amortization


(1,221
)


(5,364
)Provision for Income Taxes
    Allocable to Operations


(644
)


(384
)Gain on Sale of Real Estate


55,370



54,082Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(10,133
)


(14,840
)Income from Discontinued Operations

$
46,914


$
41,471   9.
    Supplemental
    Information to Statement of Cash Flows    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006Interest paid, net of capitalized
    interest

$
29,144


$
19,466Interest capitalized

$
1,374


$
1,376Supplemental schedule of non-cash
    investing and financing activities:Distribution payable on units

$
36,867


$
36,015Distribution payable on preferred
    units

$
5,935


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

$
(190
)

$
(660
)General partnership units


190



660$



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

$
(4,595
)

$
(433
)Issuance of Limited Partnership
    Units

$



$
1,288Mortgage Debt

$
(38,590
)

$
(6,995
)Write-off of fully depreciated
    assets

$
(9,597
)

$
(1,604
)In conjunction with certain
    property sales, the Operating Partnership provided seller
    financing:Notes Receivable

$
5,250


$
11,200  15




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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 31,2007


2006Numerator:Loss from Continuing Operations

$
(8,969
)

$
(16,655
)Gain on Sale of Real Estate, Net
    of Income Taxes


1,261



983Less: Preferred Distributions


(5,935
)


(5,019
)Less: Redemption of Preferred Units






(672
)Loss from Continuing Operations
    Available to Unitholders  For Basic and Diluted EPU


(13,643
)


(21,363
)Discontinued Operations, Net of
    Income Taxes


46,914



41,471Net Income Available to Unitholders

$
33,271


$
20,108Denominator:Weighted Average Units 
    Basic and Diluted


50,965,685



50,644,488Basic and Diluted
    EPU:Loss from Continuing Operations
    Available to Unitholders

$
(0.27
)

$
(0.42
)Discontinued Operations, Net of
    Income Taxes

$
0.92


$
0.82Net Income Available to Unitholders

$
0.65


$
0.40           11.
    Stock
    Based Compensation   16




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##### 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,
    2006


381,976


$
31.65


$
25.13-$33.15


$
5,823Exercised


(9,100
)

$
32.16


$
30.53-$33.13


$
126Outstanding at March 31, 2007


372,876


$
31.63


$
25.13-$33.15


$
5,707     Number


Weighted


WeightedOutstanding


Average


Averageand


Remaining


ExerciseRange of Exercise Price

Exercisable


Contractual Life


Price$25.13-$30.53


114,176



3.70


$
29.89$31.05-$33.15


258,700



3.19


$
32.40   12.
    Commitments
    and Contingencies        13.
    Related
    Party Transactions    14.
    Subsequent
    Events       17




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     18




---



##### 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
           19




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##### Table of Contents



MANAGEMENTS
    OVERVIEW
       20




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and/or
     21




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RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2007 to Three Months Ended
    March 31, 2006
          Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006


$ Change


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

$
72,319


$
68,631


$
3,688



5.4
%Acquired Properties


13,640



1,146



12,494



1,090.2
%Sold Properties


3,466



11,009



(7,543
)


(68.5
)%(Re)Developments and Land, Not
    Included Above


1,468



986



482



48.9
%Other


11,356



6,061



5,295



87.4
%102,249



87,833



14,416



16.4
%Discontinued Operations


(5,148
)


(12,074
)


6,926



(57.4
)%Subtotal Revenues


97,101



75,759



21,342



28.2
%Revenues from Build to Suit
    Development for Sale


3,207



733



2,474



337.5
%Contractor Revenues


5,040







5,040



100.0
%Total Revenues

$
105,348


$
76,492


$
28,856



37.7
%  22




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006


$ Change


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

$
24,166


$
23,211


$
955



4.1
%Acquired Properties


2,675



230



2,445



1,063.0
%Sold Properties


1,021



3,291



(2,270
)


(69.0
)%(Re)Developments and Land, Not
    Included Above


832



1,122



(290
)


(25.8
)%Other


3,620



3,519



101



2.9
%32,314



31,373



941



3.0
%Discontinued Operations


(1,606
)


(4,097
)


2,491



(60.8
)%Subtotal Operating Expenses


30,708



27,276



3,432



12.6
%Expenses from Build to Suit
    Development for Sale


3,201



666



2,535



380.6
%Contractor Expenses


4,836







4,836



100.0
%Total Property Expenses

$
38,745


$
27,942


$
10,803



38.7
%       23




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006


$ Change


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

$
25,905


$
25,663


$
242



0.9
%Acquired Properties


8,239



1,236



7,003



566.6
%Sold Properties


558



4,464



(3,906
)


(87.5
)%(Re)Developments and Land, Not
    Included Above and Other


663



2,154



(1,491
)


(69.2
)%Corporate Furniture, Fixtures and
    Equipment


471



416



55



13.2
%35,836



33,933



1,903



5.6
%Discontinued Operations


(1,221
)


(5,364
)


4,143



(77.2
)%Total Depreciation and Other
    Amortization

$
34,615


$
28,569


$
6,046



21.2
%                24




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006($ in 000s)Total Revenues

$
5,148


$
12,074Property Expenses


(1,606
)


(4,097
)Depreciation and Amortization


(1,221
)


(5,364
)Provision for Income Taxes
    Allocable to Operations


(644
)


(384
)Gain on Sale of Real Estate


55,370



54,082Provision for Income Taxes
    Allocable to Gain on Sale


(10,133
)


(14,840
)Income from Discontinued Operations

$
46,914


$
41,471       LIQUIDITY
    AND CAPITAL RESOURCES
     25




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Three
    Months Ended March 31, 2007
             26




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##### Table of Contents



Market
    Risk
            Recent
    Accounting Pronouncements
    Subsequent
    Events
       27




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##### Table of Contents



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  If the IRS were to disagree with our characterization of
    certain arrangements entered into by the Company as
    reimbursements or the timing of certain assignments of contracts
    by the Company, the Company could be subject to a penalty tax or
    fail to remain qualified as a REIT.
       28




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##### Table of Contents



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   29




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##### Table of Contents



Item 6.
    Exhibits  Exhibits:
  ExhibitNumber

Description1
.1

Underwriting Agreement dated
    May 1, 2007 among the Operating Partnership, the Company,
    J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC
    and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as
    underwriters and as representatives of several other
    underwriters listed therein (incorporated by reference to
    Exhibit 1.1 of the Companys quarterly report on
    Form 10-Q for the period ended March 31, 2007, 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,
  
 30




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SIGNATURE        By:
    /s/  Scott
    A. Musil       31




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EXHIBIT INDEX  ExhibitNumber

Description1
.1

Underwriting Agreement dated
    May 1, 2007 among the Operating Partnership, the Company,
    J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC
    and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as
    underwriters and as representatives of several other
    underwriters listed therein (incorporated by reference to
    Exhibit 1.1 of the Companys quarterly report on
    Form 10-Q for the period ended March 31, 2007, 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 32