##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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, 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
    Incorporation or Organization)

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




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended June 30, 2007
  INDEX
  
  PagePART I: FINANCIAL
    INFORMATIONItem 1.


Financial
    Statements


3Consolidated
    Balance Sheets as of June 30, 2007 and December 31,
    2006


3Consolidated
    Statements of Operations for the Three and Six Months Ended
    June 30, 2007 and June 30, 2006


4Consolidated
    Statements of Comprehensive Income for the Three and Six Months
    Ended June 30, 2007 and June 30, 2006


5Consolidated
    Statements of Cash Flows for the Six Months Ended June 30,
    2007, and June 30, 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


31Item 4.


Controls and
    Procedures


32PART II: OTHER
    INFORMATIONItem 1.


Legal
    Proceedings


32Item 1A.


Risk
    Factors


32Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


32Item 3.


Defaults Upon
    Senior Securities


32Item 4.


Submission of
    Matters to a Vote of Security Holders


32Item 5.


Other
    Information


32Item 6.


Exhibits


32SIGNATURE


34EXHIBIT
    INDEX


35Certification of Principal Executive OfficerCertification of Principal Financial OfficerSection 1350 Certifications   2




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##### Table of Contents



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


December 31,2007


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

$
559,352


$
498,025Buildings and Improvements


2,262,121



2,297,988Construction in Progress


71,412



30,575Less: Accumulated Depreciation


(428,313
)


(402,497
)Net Investment in Real Estate


2,464,572



2,424,091Real Estate Held for Sale, Net of
    Accumulated Depreciation and Amortization of $3,716 and $9,688
    at June 30, 2007 and December 31, 2006, respectively


65,927



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


402,674



371,390Cash and Cash Equivalents


4,077



15,124Restricted Cash


44,754



15,970Tenant Accounts Receivable, Net


8,737



6,571Investments in Joint Ventures


63,483



55,614Deferred Rent Receivable, Net


26,665



24,721Deferred Financing Costs, Net


15,544



15,210Deferred Leasing Intangibles, Net


79,933



75,958Prepaid Expenses and Other Assets,
    Net


142,207



114,756Total Assets

$
3,318,573


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

$
82,590


$
77,926Senior Unsecured Debt, Net


1,550,139



1,549,732Unsecured Line of Credit


347,000



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


117,491



128,691Deferred Leasing Intangibles, Net


19,363



17,402Rents Received in Advance and
    Security Deposits


26,464



26,097Leasing Intangibles Held for Sale,
    Net of Accumulated Amortization of $215 and $183 at
    June 30, 2007 and December 31, 2006, respectively


1,296



2,310Distributions Payable


41,710



42,548Total Liabilities


2,186,053



2,051,706Commitments and Contingencies






Partners Capital:General Partner Preferred Units
    (1,550 and 21,550 units issued and outstanding at
    June 30, 2007 and December 31, 2006, respectively)
    with a liquidation preference of $275,000 and $325,000


266,211



314,208General Partner Units (45,411,646
    and 45,010,630 units issued and outstanding at
    June 30, 2007 and December 31, 2006, respectively)


730,204



730,493Limited Partners Units
    (6,495,924 and 6,558,442 units issued and outstanding at
    June 30, 2007 and December 31, 2006, respectively)


148,489



150,758Accumulated Other Comprehensive Loss


(12,384
)


(11,799
)Total Partners Capital


1,132,520



1,183,660Total Liabilities and
    Partners Capital

$
3,318,573


$
3,235,366    3




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


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

$
64,916


$
52,848


$
128,027


$
104,125Tenant Recoveries and Other Income


28,343



25,006



58,709



47,081Revenues from Build to Suit
    Development for Sale


3,233







6,440



733Contractor Revenues


4,368







9,408



Total Revenues


100,860



77,854



202,584



151,939Expenses:Property Expenses


30,681



25,989



60,094



52,439General and Administrative


22,309



18,062



45,239



35,445Depreciation and Other Amortization


34,864



30,106



67,881



57,778Expenses from Build to Suit
    Development for Sale


2,930







6,131



666Contractor Expenses


4,123







8,959



Total Expenses


94,907



74,157



188,304



146,328Other Income/Expense:Interest Income


170



209



387



438Interest Expense


(29,667
)


(29,743
)


(59,568
)


(59,220
)Amortization of Deferred Financing
    Costs


(824
)


(603
)


(1,644
)


(1,221
)Mark-to-Market/Loss on Settlement
    of Interest Rate Protection Agreement














(170
)Loss From Early Retirement of Debt


(108
)






(254
)


Total Other Income/Expense


(30,429
)


(30,137
)


(61,079
)


(60,173
)Loss from Continuing Operations
    Before Equity in Income of Other Real Estate Partnerships,
    Equity in Income of Joint Ventures and Income Tax Benefit


(24,476
)


(26,440
)


(46,799
)


(54,562
)Equity in Income of Other Real
    Estate Partnerships


4,374



17,950



9,894



22,838Equity in Income of Joint Ventures


11,626



7,307



17,257



7,271Income Tax (Provision) Benefit


(115
)


983



1,616



6,951Loss from Continuing Operations


(8,591
)


(200
)


(18,032
)


(17,502
)Income from Discontinued Operations
    (Including Gain on Sale of Real Estate of $59,429 and $38,823
    for the Three Months Ended June 30, 2007 and June 30,
    2006, respectively, and $114,799 and $92,905 for the Six Months
    Ended June 30, 2007 and 2006, respectively)


61,325



43,513



119,747



100,890Provision for Income Taxes
    Allocable to Discontinued Operations (Including $11,070 and
    $7,625 for the Three Months Ended June 30, 2007 and
    June 30, 2006, respectively and $21,203 and $22,535 for the
    Six Months Ended June 30, 2007 and 2006, respectively
    allocable to Gain on Sale of Real Estate)


(11,577
)


(8,321
)


(22,613
)


(23,596
)Income Before Gain on Sale of Real
    Estate


41,157



34,992



79,102



59,792Gain on Sale of Real Estate


830



2,447



2,859



3,522Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(327
)


(971
)


(1,095
)


(1,051
)Net Income


41,660



36,468



80,866



62,263Less: Preferred Unit Distributions


(5,671
)


(5,029
)


(11,606
)


(10,048
)Less: Preferred Unit Redemptions


(2,017
)






(2,017
)


(672
)Net Income Available to Unitholders

$
33,972


$
31,439


$
67,243


$
51,543Basic and Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.31
)

$
(0.07
)

$
(0.59
)

$
(0.51
)Income From Discontinued Operations

$
0.98


$
0.69


$
1.91


$
1.53Net Income Available to Unitholders

$
0.67


$
0.62


$
1.32


$
1.02Weighted Average Units Outstanding


50,985



50,706



50,975



50,675Net Income Available to Unitholders
    Attributable to:General Partners

$
29,710


$
27,250


$
58,769


$
44,701Limited Partners


4,262



4,189



8,474



6,842Net Income Available to Unitholders

$
33,972


$
31,439


$
67,243


$
51,543    4




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006(Unaudited)(Dollars in thousands)Net Income

$
41,660


$
36,468



80,866


$
62,263Mark-to-Market of Interest Rate
    Protection Agreements


4,357



3,374



4,215



4,789Settlement of Interest Rate
    Protection Agreements


(4,261
)






(4,261
)


(1,729
)Amortization of Interest Rate
    Protection Agreements


(243
)


(220
)


(539
)


(450
)Comprehensive Income

$
41,513


$
39,622


$
80,281


$
64,873    5




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##### Table of Contents



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


Six MonthsEnded


EndedJune 30,


June 30,2007


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

$
80,866


$
62,263Adjustments to Reconcile Net Income
    to Net Cash Provided by Operating Activities:Depreciation


53,010



53,763Amortization of Deferred Financing
    Costs


1,644



1,221Other Amortization


23,498



17,977Provision for Bad Debt


31



648Equity in Income of Joint Ventures


(17,257
)


(7,272
)Distributions from Joint Ventures


17,327



7,847Gain on Sale of Real Estate


(117,658
)


(96,427
)Loss on Early Retirement of Debt


254



Mark to Market of Interest Rate
    Protection Agreement






(16
)Equity in Income of Other Real
    Estate Partnerships


(9,894
)


(22,838
)Distributions from Investment in
    Other Real Estate Partnerships


9,894



22,838Decrease in Developments for Sale
    Costs


7,528



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


2,212



4,914Increase in Deferred Rent Receivable


(5,017
)


(4,296
)Decrease in Accounts Payable and
    Accrued Expenses and Rents Received in Advance and Security
    Deposits


(8,137
)


(3,999
)Increase in Restricted Cash


(234
)


Net Cash Provided by Operating
    Activities


38,067



52,864CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of and Additions to
    Investment in Real Estate


(329,396
)


(353,088
)Net Proceeds from Sales of
    Investments in Real Estate


386,259



433,208Investments in and Advances to
    Other Real Estate Partnerships


(57,058
)


(17,998
)Distributions from Other Real
    Estate Partnerships in Excess of Equity in Income


25,774



42,573Contributions to and Investments in
    Joint Ventures


(15,767
)


(14,093
)Distributions from Joint Ventures


7,436



8,099Funding of Notes Receivable


(8,385
)


Repayment of Notes Receivable


8,385



11,200Funding of Restricted Cash


(28,532
)


(43,525
)Net Cash (Used in) Provided by
    Investing Activities


(11,284
)


66,376CASH FLOWS FROM FINANCING
    ACTIVITIES:Net Proceeds from the Issuance of
    Preferred Units






144,672Unit Contributions


393



1,240Unit Distributions


(73,483
)


(71,766
)Preferred Unit Distributions


(12,684
)


(12,574
)Redemption of Preferred Units


(50,014
)


(182,156
)Repurchase of Restricted Units


(3,707
)


(2,660
)Net Proceeds from Senior Unsecured
    Debt


149,595



199,306Repayments of Senior Unsecured Debt


(150,000
)


Other Costs of Senior Unsecured Debt


(4,261
)


(1,729
)Repayments on Mortgage Loans Payable


(32,795
)


(9,076
)Debt Issuance Costs and Loss from
    Early Retirement of Debt


(2,190
)


(1,814
)Proceeds from Unsecured Line of
    Credit


570,000



303,500Repayments on Unsecured Line of
    Credit


(430,000
)


(493,000
)Cash Book Overdraft


1,316



6Net Cash Used in Financing
    Activities


(37,830
)


(126,051
)Net Decrease in Cash and Cash
    Equivalents


(11,047
)


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


15,124



6,811Cash and Cash Equivalents, End of
    Period

$
4,077


$
    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
    June 30,


December 31,2007


2006In-Place Leases

$
77,380


$
73,341Less: Accumulated Amortization


(17,427
)


(13,832
)$
59,953


$
59,509Above Market Leases

$
4,846


$
5,049Less: Accumulated Amortization


(1,617
)


(1,680
)$
3,229


$
3,369Tenant Relationship

$
18,502


$
14,080Less: Accumulated Amortization


(1,751
)


(1,000
)$
16,751


$
13,080     June 30,


December 31,2007


2006Below Market Leases

$
25,672


$
22,873Less: Accumulated Amortization


(6,309
)


(5,471
)$
19,363


$
17,402      8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Build
    to Suit Development for Sale and General Contractor Revenues and
    Expenses
      Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes ,
  Fair Value Measurements
  The Fair Value Option for Financial Assets and
    Financial Liabilities
  3.
    Investments
    in and Advances to Other Real Estate Partnerships   9




---



##### Table of Contents



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


December 31,2007


2006ASSETSAssets:Investment in Real Estate, Net

$
371,385


$
330,223Other Assets, Net


48,116



59,363Total Assets

$
419,501


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

$
13,488


$
15,024Partners Capital


406,013



374,562Total Liabilities and
    Partners Capital

$
419,501


$
389,586     Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2007


June 30, 2006


June 30, 2007


June 30, 2006Total Revenues, Including Interest
    Income

$
14,193


$
12,253


$
27,794


$
24,792Property Expenses


(4,200
)


(3,188
)


(8,366
)


(7,285
)Interest Expense














(11
)Amortization of Deferred Financing
    Costs














(2
)Depreciation and Other Amortization


(5,576
)


(4,706
)


(10,987
)


(8,794
)Income Tax Provision


(3
)






(9
)


Income from Continuing Operations


4,414



4,359



8,432



8,700Income from Discontinued
    Operations (Including Gain on Sale of Real Estate of $13,176 and
    $13,116 for the Three and Six Months Ended June 30, 2006,
    respectively)






13,768







14,359Gain on Sale of Real Estate










1,545



Net Income

$
4,414


$
18,127


$
9,977


$
23,059   4.
    Investments
    in Joint Ventures   10




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              For the SixMonths EndedJune 30,


June 30,2007


2006Contributions

$
14,734


$
12,198Distributions


24,763


$
15,946Fees

$
13,251


$
10,793  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 atJune 30,


December 31,


June 30,

Issuance/2007


2006


2007

Assumption

Maturity DateMortgage Loans Payable,
    Net

$
82,590


$
77,926


5.35%-9.25%

4.58%-9.25%

December 2007-
    September 2024Unamortized Premiums


(2,558
)


(2,919
)Mortgage Loans
    Payable, Gross

$
80,032


$
75,007Senior Unsecured Debt,
    Net2007 Notes

$



$
149,998


N/A

N/A

05/15/072016 Notes


199,407



199,372


5.750%

5.91%

01/15/162017 Notes


99,900



99,895


7.500%

7.52%

12/01/172027 Notes


15,056



15,055


7.150%

7.11%

05/15/272028 Notes


199,835



199,831


7.600%

8.13%

07/15/282011 Notes


199,776



199,746


7.375%

7.39%

03/15/112012 Notes


199,339



199,270


6.875%

6.85%

04/15/122032 Notes


49,446



49,435


7.750%

7.87%

04/15/322009 Notes


124,915



124,893


5.250%

4.10%

06/15/092014 Notes


112,865



112,237


6.420%

6.54%

06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%

09/15/112017 II Notes


149,600






5.950%

6.37%

05/15/17Subtotal

$
1,550,139


$
1,549,732Unamortized Discounts


14,931



15,338Senior Unsecured Notes,
    Gross

$
1,565,070


$
1,565,070Unsecured Line of Credit
    Total

$
347,000


$
207,000


5.863%

5.863%

09/28/08      12




---



##### Table of Contents



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

$
8,6782008


350,1112009


132,9592010


15,4532011


407,269Thereafter


1,077,632Total

$
1,992,102   Other
    Comprehensive Income
      6.
    Partners
    Capital  lock-up
 13




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Unit
    Contributions
      Preferred
    Units
  5 8 5 8
  Distributions
    Six Months EndedJune 30, 2007Distribution


Totalper Unit


DistributionOperating Partnership Units

$
1.42


$
73,721Series C Preferred Units

$
94.64


$
1,893Series 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


$
1,813  14




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations          Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2007


June 30, 2006


June 30, 2007


June 30, 2006Total Revenues

$
4,996


$
14,325


$
13,768


$
28,805Property Expenses


(1,710
)


(4,566
)


(4,611
)


(9,489
)Depreciation and Amortization


(1,390
)


(5,069
)


(4,209
)


(11,331
)Provision for Income Taxes
    Allocable to Operations


(507
)


(696
)


(1,410
)


(1,061
)Gain on Sale of Real Estate


59,429



38,823



114,799



92,905Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(11,070
)


(7,625
)


(21,203
)


(22,535
)Income from Discontinued Operations

$
49,748


$
35,192


$
97,134


$
77,294  15




---



##### Table of Contents



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


Six MonthsEnded


EndedJune 30, 2007


June 30, 2006Interest paid, net of capitalized
    interest

$
58,945


$
54,253Capitalized interest

$
3,387


$
3,165Supplemental schedule of non-cash
    investing and financing activities:Distribution payable on units

$
36,854


$
36,038Distribution payable on preferred
    units

$
4,856


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

$
(1,480
)

$
(1,959
)General partnership units


1,480



1,959$



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

$
(5,040
)

$
(1,082
)Issuance of Limited Partnership
    Units

$



$
(1,288
)Mortgage Debt

$
(38,590
)

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

$
16,861


$
8,547In conjunction with certain
    property sales, the Operating Partnership provided seller
    financing or assigned a mortgage loan payable:Notes Receivable

$
42,172


$
11,200Mortgage Note Payable

$
769


$
  16




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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 Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2007


June 30, 2006


June 30, 2007


June 30, 2006Numerator:Loss from Continuing Operations

$
(8,591
)

$
(200
)

$
(18,032
)

$
(17,502
)Gain on Sale of Real Estate, Net
    of Income Taxes


503



1,476



1,764



2,471Less: Preferred Distributions


(5,671
)


(5,029
)


(11,606
)


(10,048
)Less: Redemption of Preferred Units


(2,017
)






(2,017
)


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


(15,776
)


(3,753
)


(29,891
)


(25,751
)Discontinued Operations, Net of
    Income Taxes


49,748



35,192



97,134



77,294Net Income Available to Unitholders

$
33,972


$
31,439


$
67,243


$
51,543Denominator:Weighted Average Units 
    Basic and Diluted


50,984,560



50,705,548



50,975,175



50,675,187Basic and Diluted
    EPU:Loss from Continuing Operations
    Available to Unitholders

$
(0.31
)

$
(0.07
)

$
(0.59
)

$
(0.51
)Discontinued Operations, Net of
    Income Taxes

$
0.98


$
0.69


$
1.91


$
1.53Net Income Available to Unitholders

$
0.67


$
0.62


$
1.32


$
1.02           11.
    Stock
    Based Compensation   17




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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


(19,600
)

$
31.27


$30.38-$33.13

$
230Outstanding at June 30, 2007


362,376


$
31.67


$25.13-$33.15

$
4,853     Number

Weighted

WeightedOutstanding

Average

Averageand

Remaining

ExerciseRange of Exercise Price

Exercisable

Contractual Life

Price$25.13-$30.53


103,676



3.82


$
29.82$31.05-$33.15


258,700



2.94


$
32.40   12.
    Commitments
    and Contingencies        13.
    Related
    Party Transactions    14.
    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
  GENERAL
           19




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##### Table of Contents



MANAGEMENTS
    OVERVIEW
       20




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##### Table of Contents



and/or
     21




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2007 to Six Months Ended
    June 30, 2006
          22




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##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2006


$ Change


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

$
140,793


$
132,311


$
8,482



6.4
%Acquired Properties


25,030



3,880



21,150



545.1
%Sold Properties


11,192



27,044



(15,852
)


(58.6
)%(Re)Developments and Land, Not
    Included Above


2,500



1,722



778



45.2
%Other


20,989



15,054



5,935



39.4
%$
200,504


$
180,011


$
20,493



11.4
%Discontinued Operations


(13,768
)


(28,805
)


15,037



(52.2
)%Subtotal Revenues

$
186,736


$
151,206


$
35,530



23.5
%Revenues from Build to Suit
    Developments for Sale


6,440



733



5,707



778.6
%Contractor Revenues


9,408







9,408



100.0
%Total Revenues

$
202,584


$
151,939


$
50,645



33.3
%     Six Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2006


$ Change


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

$
44,916


$
43,262


$
1,654



3.8
%Acquired Properties


5,697



981



4,716



480.7
%Sold Properties


3,522



8,200



(4,678
)


(57.0
)%(Re) Developments and Land, Not
    Included Above


1,642



1,916



(274
)


(14.3
)%Other


8,928



7,569



1,359



18.0
%$
64,705


$
61,928


$
2,777



4.5
%Discontinued Operations


(4,611
)


(9,489
)


4,878



(51.4
)%Subtotal Property Expenses

$
60,094


$
52,439


$
7,655



14.6
%Expenses from Build to Suit
    Development for Sale


6,131



666



5,465



820.6
%Contractor Expenses


8,959







8,959



100.0
%Total Property Expenses

$
75,184


$
53,105


$
22,079



41.6
%  23




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##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2006


$ Change


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

$
51,161


$
50,034


$
1,127



2.3
%Acquired Properties


16,092



3,619



12,473



344.7
%Sold Properties


2,732



9,363



(6,631
)


(70.8
)%(Re) Developments and Land, Not
    Included Above and Other


1,143



5,229



(4,086
)


(78.1
)%Corporate Furniture, Fixtures and
    Equipment


962



864



98



11.3
%$
72,090


$
69,109


$
2,981



4.3
%Discontinued Operations


(4,209
)


(11,331
)


7,122



(62.9
)%Total Depreciation and Other
    Amortization

$
67,881


$
57,778


$
10,103



17.5
%            24




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##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2006($ in 000s)Total Revenues

$
13,768


$
28,805Operating Expenses


(4,611
)


(9,489
)Depreciation and Amortization


(4,209
)


(11,331
)Provision for Income Taxes
    Allocable to Operations


(1,410
)


(1,061
)Gain on Sale of Real Estate


114,799



92,905Provision for Income Taxes
    Allocable to Gain on Sale


(21,203
)


(22,535
)Income from Discontinued Operations

$
97,134


$
77,294      25




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##### Table of Contents



Comparison
    of Three Months Ended June 30, 2007 to Three Months Ended
    June 30, 2006
          Three Months


Three MonthsEnded


EndedJune 30, 2007


June 30, 2006


$ Change


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

$
70,686


$
66,243


$
4,443



6.7
%Acquired Properties


12,771



2,734



10,037



367.1
%Sold Properties


3,742



13,309



(9,567
)


(71.9
)%(Re)Developments and Land, Not
    Included Above


1,422



899



523



58.2
%Other


9,634



8,994



640



7.1
%98,255



92,179



6,076



6.6
%Discontinued Operations


(4,996
)


(14,325
)


9,329



(65.1
)%Subtotal Revenues


93,259



77,854



15,405



19.8
%Revenues from Build to Suit
    Development for Sale


3,233







3,233



100.0
%Contractor Revenues


4,368







4,368



100.0
%Total Revenues

$
100,860


$
77,854


$
23,006



29.6
%  26




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##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2007


June 30, 2006


$ Change


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

$
21,735


$
20,967


$
768



3.7
%Acquired Properties


3,272



752



2,520



335.1
%Sold Properties


1,229



4,057



(2,828
)


(69.7
)%(Re)Developments and Land, Not
    Included Above


847



731



116



15.9
%Other


5,308



4,048



1,260



31.1
%32,391



30,555



1,836



6.0
%Discontinued Operations


(1,710
)


(4,566
)


2,856



(62.5
)%Subtotal Property Expenses


30,681



25,989



4,692



18.1
%Expenses from Build to Suit
    Development for Sale


2,930







2,930



100.0
%Contractor Expenses


4,123







4,123



100.0
%Total Property Expenses

$
37,734


$
25,989


$
11,745



45.2
%       27




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##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2007


June 30, 2006


$ Change


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

$
26,019


$
25,156


$
863



3.4
%Acquired Properties


8,459



2,383



6,076



255.0
%Sold Properties


694



4,139



(3,445
)


(83.2
)%(Re)Developments and Land, Not
    Included Above and Other


591



3,049



(2,458
)


(80.6
)%Corporate Furniture, Fixtures and
    Equipment


491



448



43



9.6
%36,254



35,175



1,079



3.1
%Discontinued Operations


(1,390
)


(5,069
)


3,679



(72.6
)%Total Depreciation and Other
    Amortization

$
34,864


$
30,106


$
4,758



15.8
%                    28




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##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2007


June 30, 2006($ in 000s)Total Revenues

$
4,996


$
14,325Property Expenses


(1,710
)


(4,566
)Depreciation and Amortization


(1,390
)


(5,069
)Provision for Income Taxes
    Allocable to Operations


(507
)


(696
)Gain on Sale of Real Estate


59,429



38,823Provision for Income Taxes
    Allocable to Gain on Sale


(11,070
)


(7,625
)Income from Discontinued Operations

$
49,748


$
35,192       LIQUIDITY
    AND CAPITAL RESOURCES
       29




---



##### Table of Contents



Six
    Months Ended June 30, 2007
                 30




---



##### Table of Contents



Market
    Risk
                Recent
    Accounting Pronouncements
    Subsequent
    Events
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   31




---



##### Table of Contents



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
  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  Exhibits:
  ExhibitNumber

Description4
.1***

Supplemental Indenture No. 11
    dated as of May 7, 2007 between the Operating Partnership
    and U.S. Bank National Association, as trustee (incorporated by
    reference to Exhibit 4.1 of the
    Form 8-K
    of the Company filed May 7, 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***
    
    Previously filed 32




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K,
  
 33




---



##### Table of Contents



SIGNATURE         By:
    /s/  Scott
    A. Musil       34




---



##### Table of Contents



EXHIBIT INDEX ExhibitNumber

Description4
.1***

Supplemental Indenture No. 11
    dated as of May 7, 2007 between the Operating Partnership
    and U.S. Bank National Association, as trustee (incorporated by
    reference to Exhibit 4.1 of the
    Form 8-K
    of the Company filed May 7, 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***
    
    Previously filed 35