##### 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, 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
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended March 31, 2008
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


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


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2008 and March 31,
    2007


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2008 and
    March 31, 2007


4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2008, and March 31,
    2007


5Notes to Consolidated Financial Statements


6Item 2.


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


19Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 4.


Controls and Procedures


26PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


27Item 1A.


Risk Factors


27Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


27Item 3.


Defaults Upon Senior Securities


27Item 4.


Submission of Matters to a Vote of Security
    Holders


27Item 5.


Other Information


27Item 6.


Exhibits


27SIGNATURE


28EXHIBIT INDEX


29Certification of Principal Executive OfficerCertification of Principal Financial OfficerSection 906 Certifications




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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 31,2008


2007(Unaudited)(Dollars in thousands,except unit data)ASSETSAssets:Investment in Real Estate:Land

$
579,522


$
584,774Buildings and Improvements


2,229,155



2,258,182Construction in Progress


56,105



70,311Less: Accumulated Depreciation


(419,771
)


(436,512
)Net Investment in Real Estate


2,445,011



2,476,755Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $9,761 and $3,038 at March 31, 2008 and
    December 31, 2007, respectively


47,126



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


369,548



408,849Cash and Cash Equivalents


5,440



4,696Restricted Cash


13,497



24,891Tenant Accounts Receivable, Net


10,049



7,825Investments in Joint Ventures


60,694



57,543Deferred Rent Receivable, Net


25,954



27,999Deferred Financing Costs, Net


14,661



15,373Deferred Leasing Intangibles, Net


78,121



78,137Prepaid Expenses and Other Assets, Net


203,940



161,200Total Assets

$
3,274,041


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

$
72,612


$
73,550Senior Unsecured Debt, Net


1,551,429



1,550,991Unsecured Line of Credit


348,706



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


118,503



188,269Deferred Leasing Intangibles, Net


19,311



20,153Rents Received in Advance and Security Deposits


27,567



26,537Distributions Payable


36,423



37,311Total Liabilities


2,174,551



2,218,940Commitments and Contingencies






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


266,211



266,211General Partner Units (44,299,806 and 43,672,149 units
    issued and outstanding at March 31, 2008 and
    December 31, 2007, respectively)


699,311



678,586Limited Partners Units (6,288,369 and 6,438,695 units
    issued and outstanding at March 31, 2008 and
    December 31, 2007, respectively)


147,354



148,429Accumulated Other Comprehensive Loss


(13,386
)


(11,023
)Total Partners Capital


1,099,490



1,082,203Total Liabilities and Partners Capital

$
3,274,041


$
3,301,143    2




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2008


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

$
60,990


$
52,825Tenant Recoveries and Other Income


24,541



26,918Construction Revenues


22,954



8,247Total Revenues


108,485



87,990Expenses:Property Expenses


30,561



24,921General and Administrative


23,208



22,930Depreciation and Other Amortization


33,877



29,381Construction Expenses


22,301



8,037Total Expenses


109,947



85,269Other Income/Expense:Interest Income


628



217Interest Expense


(28,856
)


(29,901
)Amortization of Deferred Financing Costs


(723
)


(820
)Loss From Early Retirement of Debt






(146
)Total Other Income/Expense


(28,951
)


(30,650
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income of Joint Ventures and
    Income Tax Benefit


(30,413
)


(27,929
)Equity in Income of Other Real Estate Partnerships


9,099



5,520Equity in Income of Joint Ventures


3,302



5,631Income Tax Benefit


2,348



1,922Loss from Continuing Operations


(15,664
)


(14,856
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $67,917 and $55,370 for the Three Months Ended
    March 31, 2008 and March 31, 2007, respectively)


70,576



64,028Provision for Income Taxes Allocable to Discontinued Operations
    (Including $247 and $10,133 allocable to Gain on Sale of Real
    Estate for the Three Months Ended March 31, 2008 and
    March 31, 2007, respectively)


(247
)


(11,227
)Income Before Gain on Sale of Real Estate


54,665



37,945Gain on Sale of Real Estate


7,671



2,029Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(1,591
)


(768
)Net Income


60,745



39,206Less: Preferred Unit Distributions


(4,857
)


(5,935
)Net Income Available to Unitholders

$
55,888


$
33,271Basic and Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.29
)

$
(0.38
)Income From Discontinued Operations

$
1.42


$
1.04Net Income Available to Unitholders

$
1.13


$
0.65Weighted Average Units Outstanding


49,407



50,966Net Income Available to Unitholders Attributable to:General Partners

$
48,755


$
29,059Limited Partners


7,133



4,212Net Income Available to Unitholders

$
55,888


$
33,271Distribution Declared per Unit Outstanding

$
0.72


$
0.71    3




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007(Unaudited)(Dollars in thousands)Net Income

$
60,745


$
39,206Mark to Market of Interest Rate Protection Agreements, Offset by
    the Tax Benefit


(1,842
)


(142
)Amortization of Interest Rate Protection Agreements


(187
)


(296
)Mark to Market of Available for Sale Mortgage Notes Receivable


328



Foreign Currency Translation Adjustment, Offset by the Tax
    Benefit


(661
)


Other Comprehensive Income

$
58,383


$
38,768    4




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2008


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

$
60,745


$
39,206Adjustments to Reconcile Net Income to Net Cash Used In
    Operating Activities:Depreciation


25,390



26,215Amortization of Deferred Financing Costs


723



820Other Amortization


11,918



11,754Provision for Bad Debt


1,008



26Equity in Income of Joint Ventures


(3,302
)


(5,631
)Distributions from Joint Ventures


3,606



5,808Gain on Sale of Real Estate


(75,588
)


(57,399
)Loss on Early Retirement of Debt






146Equity in Income of Other Real Estate Partnerships


(9,099
)


(5,520
)Distributions from Investment in Other Real Estate Partnerships


9,099



5,520Decrease (Increase) in Developments for Sale Costs


1,517



(5,132
)Increase in Tenant Accounts Receivable and Prepaid Expenses and
    Other Assets, Net


(16,198
)


(2,813
)Increase in Deferred Rent Receivable


(1,948
)


(2,488
)Decrease in Accounts Payable and Accrued Expenses and Rents
    Received in Advance and Security Deposits


(42,467
)


(11,835
)Decrease (Increase) in Restricted Cash


89



(103
)Net Cash Used In Operating Activities


(34,507
)


(1,426
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(157,105
)


(148,733
)Net Proceeds from Sales of Investments in Real Estate


156,279



213,712Investments in and Advances to Other Real Estate Partnerships


(2,956
)


(35,226
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


42,257



13,511Contributions to and Investments in Joint Ventures


(5,382
)


(4,165
)Distributions from Joint Ventures


974



5,198Funding of Notes Receivable






(8,385
)Repayment of Notes Receivable


6,110



8,385Decrease in Restricted Cash


11,305



15,824Net Cash Provided by Investing Activities


51,482



60,121CASH FLOWS FROM FINANCING ACTIVITIES:Unit Contributions


56



174Unit Distributions


(36,079
)


(36,613
)Preferred Unit Distributions


(6,089
)


(4,703
)Repurchase of Restricted Units


(3,348
)


(3,707
)Repayments on Mortgage Loans Payable


(758
)


(21,469
)Debt Issuance Costs and Costs Incurred in Connection with the
    Early Retirement of Debt


(12
)


(155
)Proceeds from Unsecured Line of Credit


216,000



179,000Repayments on Unsecured Line of Credit


(189,000
)


(187,000
)Cash Book Overdraft.


3,038



2,946Net Cash Used in Financing Activities


(16,192
)


(71,527
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


(39
)


Net Increase (Decrease) in Cash and Cash Equivalents


783



(12,832
)Cash and Cash Equivalents, Beginning of Period


4,696



15,124Cash and Cash Equivalents, End of Period

$
5,440


$
2,292    5




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands, except per Unit data)
    (Unaudited)
  1.
    Organization
    and Formation of Partnership              2.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K
   6




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Construction
    Revenues and Expenses
    Deferred
    Leasing Intangibles
    March 31,


December 31,2008


2007In-Place Leases

$
78,939


$
78,332Less: Accumulated Amortization


(23,416
)


(22,048
)$
55,523


$
56,284Above Market Leases

$
4,595


$
5,069Less: Accumulated Amortization


(1,848
)


(2,023
)$
2,747


$
3,046Tenant Relationships

$
23,123


$
21,597Less: Accumulated Amortization


(3,272
)


(2,790
)$
19,851


$
18,807Total Deferred Leasing Intangibles, Net

$
78,121


$
78,137     March 31,


December 31,2008


2007Below Market Leases

$
28,160


$
28,316Less: Accumulated Amortization


(8,849
)


(8,163
)$
19,311


$
20,153  7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,


March 31,2008


2007In-Place Leases

$
4,868


$
7,604Above Market Leases

$
61


$
855Tenant Relationships

$
2,299


$
4,544Below Market Leases

$
(524
)

$
(1,065
)     March 31,


March 31,2008


2007In-Place Leases


41



69Above Market Leases


43



107Tenant Relationships


93



78Below Market Leases


35



33     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
  Noncontrolling Interests in Consolidated Financial
    Statements  an Amendment of ARB
    No. 51
 8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative
    Instruments and Hedging Activities
  3.
    Investments
    in and Advances to Other Real Estate Partnerships        March 31,


December 31,2008


2007ASSETSAssets:Investment in Real Estate, Net

$
322,915


$
339,533Other Assets, Net


59,631



83,939Total Assets

$
382,546


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

$
9,889


$
11,216Partners Capital


372,657



412,256Total Liabilities and Partners Capital

$
382,546


$
423,472     Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007Total Revenues, Including Interest Income

$
12,940


$
11,835Property Expenses


(4,198
)


(3,637
)Depreciation and Other Amortization


(5,275
)


(4,990
)Income Tax Provision






(6
)Income from Continuing Operations


3,467



3,202Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $5,444 and $0 for the Three Months Ended
    March 31, 2008 and March 31, 2007, respectively)


5,717



816Gain on Sale of Real Estate






1,545Net Income

$
9,184


$
5,563  9




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##### Table of Contents



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


March 31,2008


2007Contributions

$
5,082


$
4,165Distributions

$
4,580


$
11,006Fees

$
4,586


$
5,702  10




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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 31,2008


2007


2008

2008

Maturity DateJuly 2009-Mortgage Loans Payable, Net

$
72,612


$
73,550


5.50%-9.25%

4.58%-9.25%


September 2024Unamortized Premiums


(2,016
)


(2,196
)Mortgage Loans Payable, Gross

$
70,596


$
71,354Senior Unsecured Debt, Net2016 Notes


199,459



199,442


5.750%

5.91%


01/15/162017 Notes


99,907



99,905


7.500%

7.52%


12/01/172027 Notes


15,056



15,056


7.150%

7.11%


05/15/272028 Notes


199,841



199,838


7.600%

8.13%


07/15/282011 Notes


199,822



199,807


7.375%

7.39%


03/15/112012 Notes


199,442



199,408


6.875%

6.85%


04/15/122032 Notes


49,463



49,457


7.750%

7.87%


04/15/322009 Notes


124,948



124,937


5.250%

4.10%


06/15/092014 Notes


113,861



113,521


6.420%

6.54%


06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%


09/15/112017 II Notes


149,630



149,620


5.950%

6.37%


05/15/17Subtotal

$
1,551,429


$
1,550,991Unamortized Discounts


13,641



14,079Senior Unsecured Debt, Gross

$
1,565,070


$
1,565,070Unsecured Line of Credit Total

$
348,706


$
322,129


3.535%

3.535%


09/28/12     AmountRemainder of 2008

$
2,3532009


132,9592010


15,4532011


407,2692012


553,065Thereafter


873,273Total

$
1,984,372  11




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Partners
    Capital  lock-up one-for-one
  Unit
    Contributions:
      Distributions:
    Three Months EndedMarch 31, 2008Distribution


Totalper Unit


DistributionOperating Partnership Units

$
0.72


$
36,423Series F Preferred Units

$
1,559.00


$
780Series G Preferred Units

$
1,809.00


$
452Series J Preferred Units

$
4,531.30


$
2,719Series K Preferred Units

$
4,531.30


$
906   7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations   12




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for
    Leases Accounting for the Impairment of Disposal of Long-Lived
    Assets
        Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007Total Revenues

$
7,281


$
22,506Property Expenses


(3,282
)


(7,393
)Depreciation and Amortization


(1,340
)


(6,455
)Gain on Sale of Real Estate


67,917



55,370Provision for Income Taxes


(247
)


(11,227
)Income from Discontinued Operations

$
70,329


$
52,801    13




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007Interest paid, net of capitalized interest

$
29,677


$
29,144Interest capitalized

$
2,107


$
1,374Supplemental schedule of non-cash investing and financing
    activities:Distribution payable on units

$
36,423


$
36,867Distribution payable on preferred units

$



$
5,935Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(3,679
)

$
(190
)General partnership units


3,679



190$



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

$
(251
)

$
(4,595
)Mortgage debt

$



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

$
(14,013
)

$
(9,597
)In conjunction with certain property sales, the Operating
    Partnership provided seller financing:Mortgage notes receivable

$
40,282


$
5,250  14




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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 31,2008


2007Numerator:Loss from Continuing Operations

$
(15,664
)

$
(14,856
)Gain on Sale of Real Estate, Net of Income Taxes


6,080



1,261Less: Preferred Distributions


(4,857
)


(5,935
)Loss from Continuing Operations Available to Unitholders, Net of
    Income Taxes  For Basic and Diluted EPU


(14,441
)


(19,530
)Discontinued Operations, Net of Income Taxes


70,329



52,801Net Income Available to Unitholders

$
55,888


$
33,271Denominator:Weighted Average Units  Basic and Diluted


49,407,094



50,965,685Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders, Net of
    Income Taxes

$
(0.29
)

$
(0.38
)Discontinued Operations, Net of Income Taxes

$
1.42


$
1.04Net Income Available to Unitholders

$
1.13


$
0.65          15




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Stock
    Based Compensation    12.
    Other
    Comprehensive Income and Fair Value Measurements           16




---



##### Table of Contents



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


Significant Other


UnobservableMarch 31,


Identical Assets


Observable Inputs


InputsDescription

2008


(Level 1)


(Level 2)


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

$
1,435






$
1,435



     (1)
    
    Unrealized gains or losses on the interest rate protection are
    recorded in accumulated other comprehensive income (loss) at
    each measurement date.     17




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Commitments
    and Contingencies        14.
    Related
    Party Transactions    15.
    Subsequent
    Events     18




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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
           19




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##### Table of Contents



Land/Development
    MANAGEMENTS
    OVERVIEW
      and/or
 20




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2008 to Three Months Ended
    March 31, 2007
     21




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007


$ Change


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

$
70,907


$
67,464


$
3,443



5.1
%Acquired Properties


7,217



2,654



4,563



171.9
%Sold Properties


5,355



20,030



(14,675
)


(73.3
)%(Re)Developments and Land, Not Included Above


3,193



739



2,454



332.1
%Other


6,140



11,362



(5,222
)


(46.0
)%92,812



102,249



(9,437
)


(9.2
)%Discontinued Operations


(7,281
)


(22,506
)


15,225



(67.6
)%Subtotal Revenues


85,531



79,743



5,788



7.3
%Construction Revenues


22,954



8,247



14,707



178.3
%Total Revenues

$
108,485


$
87,990


$
20,495



23.3
%     Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007


$ Change


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

$
23,486


$
21,544


$
1,942



9.0
%Acquired Properties


2,668



247



2,421



980.2
%Sold Properties


2,267



6,039



(3,772
)


(62.5
)%(Re)Developments and Land, Not Included Above


1,139



863



276



32.0
%Other


4,283



3,621



662



18.3
%33,843



32,314



1,529



4.7
%Discontinued Operations


(3,282
)


(7,393
)


4,111



(55.6
)%Total Property Expenses


30,561



24,921



5,640



22.6
%Construction Expenses


22,301



8,037



14,264



177.5
%Total Property and Construction Expenses

$
52,862


$
32,958


$
19,904



60.4
%  22




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007


$ Change


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

$
26,720


$
27,403


$
(683
)


(2.5
)%Acquired Properties


5,169



1,536



3,633



236.5
%Sold Properties


958



5,959



(5,001
)


(83.9
)%(Re)Developments and Land, Not Included Above and Other


1,909



467



1,442



308.8
%Corporate Furniture, Fixtures and Equipment


461



471



(10
)


(2.1
)%35,217



35,836



(619
)


(1.7
)%Discontinued Operations


(1,340
)


(6,455
)


5,115



(79.2
)%Total Depreciation and Other Amortization

$
33,877


$
29,381


$
4,496



15.3
%                23




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007($ in 000s)Total Revenues

$
7,281


$
22,506Property Expenses


(3,282
)


(7,393
)Depreciation and Amortization


(1,340
)


(6,455
)Gain on Sale of Real Estate


67,917



55,370Provision for Income Taxes


(247
)


(11,227
)Income from Discontinued Operations

$
70,329


$
52,801       LIQUIDITY
    AND CAPITAL RESOURCES
         24




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##### Table of Contents



Three
    Months Ended March 31, 2008
                Market
    Risk
    Interest
    Rate Risk
       25




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    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),
   26




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description31
.1*

Certification of the Principal ExecutiveOfficer 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 FinancialOfficer 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 ExecutiveOfficer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant toSection 906 of the
    Sarbanes  Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 27




---



##### Table of Contents



SIGNATURE         By:
    /s/  Scott
    A. Musil       28




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description31
.1*

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

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

Certification of the Principal ExecutiveOfficer 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 29