<PAGE>   1


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


     / /   Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
                 For the quarterly period ended March 31, 1997
     /X/   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934


                           --------------------------
                             Commission File Number
                           --------------------------


                             FIRST INDUSTRIAL, L.P.
             (Exact name of Registrant as specified in its Charter)



                 DELAWARE                             36-3924586
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)              Identification No.)



            150 N. WACKER DRIVE, SUITE 150, CHICAGO, ILLINOIS 60606
                    (Address of principal executive offices)



                                 (312) 704-9000
              (Registrant's telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.      Yes  / /      No /X/




<PAGE>   2


                             FIRST INDUSTRIAL, L.P.
                                   FORM 10-Q
                      FOR THE PERIOD ENDED MARCH 31, 1997

                                     INDEX


                                                      
<TABLE>
<CAPTION>
                                                        
                                                                                            PAGE
                                                                                            ----
PART I:  FINANCIAL INFORMATION

  Item 1.  Financial Statements


      <S>                                                                                  <C>
      Balance Sheets as of March 31, 1997 and December 31, 1996.......................        2

      Statements of Operations for the Three Months Ended March 31, 1997
      and March 31, 1996..............................................................        3

      Statements of Cash Flows for the Three Months Ended March 31, 1997
      and March 31, 1996..............................................................        4

      Notes to Financial Statements...................................................       5-10

   Item 2. Management's Discussion and Analysis of Financial Condition and
           Results of Operations......................................................      11-13


PART II:  OTHER INFORMATION

   Item 1.  Legal Proceedings.........................................................         14
   Item 2.  Changes in Securities.....................................................         14
   Item 3.  Defaults Upon Senior Securities...........................................         14
   Item 4.  Submission of Matters to a Vote of Security Holders.......................         14
   Item 5.  Other Information.........................................................         14
   Item 6.  Exhibits and Reports on Form 8-K..........................................         14


SIGNATURE.............................................................................         15


EXHIBIT INDEX.........................................................................         16
</TABLE>



                                       1



<PAGE>   3


                         PART I.  FINANCIAL INFORMATION
                         ------------------------------
                          ITEM 1. FINANCIAL STATEMENTS

                             FIRST INDUSTRIAL, L.P.
                                 BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                 (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                       March 31,             December 31,     
                                                                                        1997                    1996
                                                                                       ---------             ------------
<S>                                                                                    <C>                   <C> 
                                                                          ASSETS
Assets:
  Investment in Real Estate:
     Land.....................................................................         $ 81,773              $ 55,425
     Buildings and Improvements...............................................          442,660               291,942
     Construction in Progress.................................................              310                 6,414
     Less: Accumulated Depreciation...........................................          (10,867)               (8,133)
                                                                                       --------              --------
           Net Investment in Real Estate......................................          513,876               345,648
  Investment in Other Real Estate Partnerships................................          273,318               258,411
  Cash and Cash Equivalents...................................................              ---                 4,295
  Tenant Accounts Receivable, Net.............................................            1,744                 1,021
  Deferred Rent Receivable....................................................            1,455                 1,280
  Interest Rate Protection Agreements, Net....................................            1,989                 1,723
  Deferred Financing Costs, Net...............................................            1,251                 1,140
  Prepaid Expenses and Other Assets, Net......................................           15,409                 8,604
                                                                                       --------              --------
            Total Assets......................................................         $809,042              $622,122
                                                                                       ========              ========
                                                            LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
  Mortgage Loans Payable......................................................         $ 49,885              $ 45,578
  Acquisition Facility Payable................................................          148,100                 4,400
  Promissory Notes Payable....................................................              ---                 9,919
  Accounts Payable and Accrued Expenses.......................................           10,407                 8,770
  Rents Received in Advance and Security Deposits.............................            3,578                 1,942
  Distributions Payable.......................................................           16,904                16,281
                                                                                       --------              --------
            Total Liabilities.................................................          228,874                86,890
                                                                                       --------              --------
Commitments and Contingencies.................................................              ---                   ---
Partners' Capital:
  General Partner.............................................................          494,597               496,169
  Limited Partners............................................................           85,571                39,063
                                                                                       --------              --------
            Total Partners' Capital...........................................          580,168               535,232
                                                                                       --------              --------
            Total Liabilities and Partners' Capital...........................         $809,042              $622,122
                                                                                       ========              ========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       2



<PAGE>   4


                             FIRST INDUSTRIAL, L.P.
                            STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)





<TABLE>
<CAPTION>
                                                                             Three Months           Three Months      
                                                                                Ended                  Ended
                                                                           March 31, 1997          March 31, 1996
                                                                           --------------          --------------
<S>                                                                        <C>                     <C>
Revenues:                                                                                          
  Rental Income...................................................         $    14,690             $     4,004
  Tenant Recoveries and Other Income..............................               4,209                   1,916
                                                                           -----------             -----------
        Total Revenues............................................              18,899                   5,920
                                                                           -----------             -----------
Expenses:                                                                                          
  Real Estate Taxes...............................................               3,188                   1,026
  Repairs and Maintenance.........................................               1,084                     131
  Property Management.............................................                 841                     153
  Utilities.......................................................                 637                     116
  Insurance.......................................................                  48                      19
  Other...........................................................                 288                      62
  General and Administrative......................................               1,257                   1,098
  Interest........................................................               2,349                     591
  Amortization of Interest Rate Protection Agreements and                                          
    Deferred Financing Costs......................................                (179)                     14
  Depreciation and Other Amortization.............................               3,000                   1,080
                                                                           -----------             -----------
        Total Expenses............................................              12,513                   4,290
                                                                           -----------             -----------
Income Before Equity in Income of Other Real Estate                                                
  Partnerships and Extraordinary Loss.............................               6,386                   1,630
Equity in Income of Other Real Estate Partnerships................               5,834                   4,496
                                                                           -----------             -----------
Income Before Extraordinary Loss..................................              12,220                   6,126
Extraordinary Loss................................................                 ---                    (821)
                                                                           -----------             -----------
Net Income........................................................         $    12,220             $     5,305
                                                                           ===========             ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       3



<PAGE>   5


                             FIRST INDUSTRIAL, L.P.
                            STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)





<TABLE>
<CAPTION>

                                                                              Three Months               Three Months      
                                                                                  Ended                      Ended
                                                                             March 31, 1997             March 31, 1996
                                                                         ------------------         ------------------
<S>                                                                      <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income.........................................................    $       12,220             $        5,305
  Adjustments to Reconcile Net Income to Net Cash Provided
     by Operating Activities:
  Depreciation.......................................................             2,734                        818
  Amortization of Interest Rate Protection Agreements and
     Deferred Financing Costs........................................              (179)                        14
  Other Amortization.................................................               266                        262
  Equity in Income of Other Real Estate Partnerships.................            (5,834)                    (4,496)
  Extraordinary Loss.................................................               ---                        821
  Provision for Bad Debts............................................                79                         50
  Increase in Tenant Accounts Receivable and Prepaid
     Expenses and Other  Assets......................................            (7,869)                    (3,132)
  Increase in Deferred Rent Receivable...............................              (175)                      (130)
  Increase (Decrease) in Accounts Payable and Accrued
     Expenses  and Rents Received in Advance and Security
     Deposits........................................................               530                       (461)
  Organization Costs.................................................                (4)                       ---
  Decrease in Restricted Cash........................................               ---                      2,557
                                                                         --------------                    -------
     Net Cash Provided by Operating Activities.......................             1,768                      1,608
                                                                         --------------                    -------
                                                                       
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases and Additions to Investment in Real Estate...............          (114,964)                   (79,564)
  Contributions to Investment in Other Real Estate
     Partnerships....................................................           (13,727)                   (15,987)

  Distributions from Investment in Other Real Estate
     Partnerships....................................................             4,654                      3,576
                                                                         --------------             --------------
     Net Cash Used in Investing Activities...........................          (124,037)                   (91,975)
                                                                         --------------             --------------
                                                                    
CASH FLOWS FROM FINANCING ACTIVITIES:
  Contributions......................................................               137                    106,343
  Distributions......................................................           (16,281)                    (9,954)
  Proceeds from Acquisition Facilities Payable.......................           143,700                     10,348
  Repayments on Acquisition Facilities Payable.......................               ---                    (54,583)
  Proceeds from Mortgage Loans Payable...............................               ---                     36,750
  Repayments on Mortgage Loans Payable...............................              (198)                       ---
  Repayments on Construction Loans Payable...........................               ---                     (4,873)
  Repayment of Promissory Notes Payable..............................            (9,919)                       ---
  Book Overdraft.....................................................               733                        268
  Debt Issuance Costs................................................              (198)                      (425)
                                                                         --------------             --------------
     Net Cash Provided by Financing Activities.......................           117,974                     83,874
                                                                         --------------             --------------
                                                                           
  Net Decrease in Cash and Cash Equivalents..........................            (4,295)                    (6,493)
  Cash and Cash Equivalents, Beginning of Period.....................             4,295                      6,493
                                                                         --------------             --------------
  Cash and Cash Equivalents, End of Period...........................    $          ---             $          ---
                                                                         ==============             ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.














                                       4
<PAGE>   6

                             FIRST INDUSTRIAL, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

1.     ORGANIZATION AND FORMATION OF COMPANY

     First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993.  The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 88.3% ownership interest at March 31, 1997.  The limited partners
owned approximately an 11.7% aggregate ownership interest at March 31, 1997. 
The Company is a  real estate investment trust (REIT) as defined in the
Internal Revenue Code.  The Company's operations are conducted primarily
through the Operating Partnership.  As of March 31, 1997, the Operating 
Partnership directly owned 184 in-service properties, containing an aggregate
of approximately 16.7 million square feet of gross leasable area ("GLA"), as
well as a 99% limited partnership interest (subject in one case as described
below to a preferred limited partnership interest) in First Industrial
Financing Partnership, L.P. (the "Financing Partnership"), First Industrial
Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage
Partnership, L.P. (the "Mortgage Partnership"), First Industrial Pennsylvania
Partnership, L.P. (the "Pennsylvania Partnership"), First Industrial
Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis,
L.P. (the "Indianapolis Partnership") and First Industrial Development Services
Group, L.P. (together, the "Other Real Estate Partnerships").  On a combined
basis, as of March 31, 1997, the Other Real Estate Partnerships owned 246
in-service properties containing an aggregate of approximately 20.7 million
square feet of GLA.  Of the 246 properties owned by the Other Real Estate
Partnerships, 195 were owned by the Financing Partnership, 19 were owned by the
Securities Partnership, 23 were owned by the Mortgage Partnership, four were
owned by the Pennsylvania Partnership, four were owned by the Harrisburg
Partnership and one was owned by the Indianapolis Partnership.

     The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest.  Each
general partner of the Other Real Estate Partnerships is a wholly owned
subsidiary of the Company.  The general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest which entitles it to receive a fixed quarterly
distribution, and results in it being allocated income in the same amount,
equal to the fixed quarterly dividend the Company pays on its 9.5% Series A
Preferred Stock.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accompanying  interim financial statements have been prepared in
accordance with the accounting policies described in the financial statements
and related notes included in the Operating Partnership's Amendment No. 3 to
Form S-3 as filed with the Securities and Exchange Commission on April 30, 1997
(the "Registration Statement").  These interim financial statements should be
read in conjunction with the December 31, 1996 audited financial statements and
notes thereto included in the Registration Statement. The following notes to
these interim financial statements highlight significant changes to the notes
included in the December 31, 1996 audited financial statements included in the
Registration Statement and present interim disclosures as required by the
Securities and Exchange Commission.











                                      5
<PAGE>   7



                             FIRST INDUSTRIAL, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED


Tenant Accounts Receivable, net:

     The Operating Partnership provides an allowance for doubtful accounts
against the portion of tenants accounts receivable which is estimated to be
uncollectible.  Tenants accounts receivable in the balance sheets are shown net
of an allowance for doubtful accounts of $300 and $221 as of March 31, 1997 and
December 31, 1996, respectively.

     In order to conform with generally accepted accounting principles,
management, in preparation of the Operating Partnership's financial statements,
is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of March 31, 1997 and December 31, 1996, and the reported amounts of
revenues and expenses for the three months ended March 31, 1997 and 1996.
Actual results could differ from those estimates.

     In the opinion of management, all adjustments consist of normal
recurring adjustments necessary to present fairly the financial position of the
Operating Partnership as of March 31, 1997 and the results of operations and
cash flows for the three months ended March 31, 1997 and 1996 have been
included.


3.     INVESTMENT IN OTHER REAL ESTATE PARTNERSHIPS

     The Investment in Other Real Estate Partnerships reflects the Operating
Partnership's 99% limited partnership equity interest in the  entities
described in Note 1 to these financial statements.

     Summarized financial information as derived from the financial statements
of the Other Real Estate partnerships is presented below:

Condensed Combined Balance Sheets:



<TABLE>
<CAPTION>
                                                                                        MARCH 31, 1997    DECEMBER 31, 1996
                                                                                        ----------------  -----------------
<S>                                                                                     <C>               <C>
                                               ASSETS
Assets:
  Investment in Real Estate, Net.................................................       $      625,973    $       613,685
  Other Assets...................................................................               51,362             48,602
                                                                                        --------------    ---------------
    Total Assets...................................................................     $      677,335    $       662,287
                                                                                        ==============    ===============
                                 LIABILITIES AND  PARTNERS' CAPITAL
Liabilities:
  Mortgage Loans  Payable........................................................       $      346,441    $       346,504
  Other Liabilities..............................................................               13,549             13,326
                                                                                        --------------    ---------------
    Total Liabilities..............................................................            359,990            359,830
                                                                                        --------------    ---------------
  Partners' Capital..............................................................              317,345            302,457
                                                                                        --------------    ---------------
    Total Liabilities and Partners' Capital........................................     $      677,335    $       662,287
                                                                                        ==============    ===============
</TABLE>






                                       6
<PAGE>   8

                             FIRST INDUSTRIAL, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

3.   INVESTMENT IN OTHER REAL ESTATE PARTNERSHIPS, CONTINUED

Condensed Combined Statements of Operations:

     

<TABLE>
<CAPTION>
                                                                                                  THREE MONTHS ENDED
                                                                                            MARCH 31, 1997  MARCH 31, 1996
                                                                                            --------------  --------------
<S>                                                                                         <C>             <C>
Total Revenues.................................................................             $       27,240  $       24,900
Property Expenses..............................................................                      7,994           7,306
Interest Expense...............................................................                      5,981           6,046
Amortization of Interest Rate Protection Agreements and
  Deferred Financing Costs.....................................................                        776             761
Depreciation and Other Amortization............................................                      5,617           5,266
                                                                                             -------------  --------------
Net Income.....................................................................              $       6,872  $        5,521
                                                                                             ============== ==============
</TABLE>

4.     MORTGAGE LOANS, ACQUISITION FACILITY AND PROMISSORY NOTES PAYABLE

     In conjunction with an acquisition of a portfolio of properties on January
31, 1997, the Operating Partnership assumed two mortgage loans in the amount of
$3,800 (the "Lazarus Burman Mortgage Loan - I") and $705 (the "Lazarus Burman
Mortgage Loan - II") which are each collateralized by a property located in
Long Island, New York.  The Lazarus Burman Mortgage Loan - I bears interest at
a fixed interest rate of 10%, provides for interest only payments prior to
maturity and matures on July 11, 1998.  The Lazarus Burman Mortgage Loan - II
is interest free until February 1998 at which time the mortgage loan bears
interest at 8% and provides for interest only payments prior to maturity.  The
Lazarus Burman Mortgage Loan - II matures 180 days after the completion of a
contingent event relating to the environmental status of the property
collateralizing the loan.

     The following table discloses certain information regarding the Operating
Partnership's mortgage loans, acquisition facility and promissory notes
payable:

<TABLE>
<CAPTION>

                             OUTSTANDING BALANCE AT       ACCRUED INTEREST PAYABLE AT        INTEREST RATE AT
                             --------------------------   -----------------------------      -------------------------
                               MARCH  31,  DECEMBER  31,  MARCH 31,       DECEMBER  31,       MARCH  31,      MATURITY
                                  1997         1996         1997              1996              1997            DATE
                             ----------    -------------  ---------       -------------      -----------      --------    
                                                                                                                    
<S>                          <C>           <C>            <C>             <C>                <C>              <C>
MORTGAGE LOANS PAYABLE
CIGNA Loan...............    $     36,230  $      36,363  $     ---       $         ---           7.50%         4/1/03
Assumed Loans............           9,150          9,215        ---                 ---           9.25%         1/1/13
Lazarus Burman Mortgage                                                   
  Loan- I................           3,800            ---         61                 ---          10.00%         7/11/98
Lazarus Burman Mortgage                                                   
  Loan - II..............             705            ---        ---                 ---             (1)              (1)
                             ------------  -------------  ---------       -------------
Total                        $     49,885  $      45,578  $      61       $         ---
                             ============  =============  =========       =============

ACQUISITION FACILITY PAYABLE

1996 Unsecured Acquisition
  Facility...............    $    148,100  $       4,400  $     680       $           3           6.61%         4/1/00
                             ============  =============  =========       =============
PROMISSORY NOTES PAYABLE

Promissory Notes.........    $        ---  $       9,919  $     ---       $          68           8.00%         1/6/97
                             ============  =============  =========       =============
</TABLE>

(1)  The Lazarus Burman Mortgage Loan - II is interest free until February
     1998 at which time the mortgage loan bears interest at 8%.  The loan
     matures as described above.






                                       7

<PAGE>   9
                             FIRST INDUSTRIAL, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)


4.     MORTGAGE LOANS, ACQUISITION FACILITY AND PROMISSORY NOTES PAYABLE,
CONTINUED

     The following is a schedule of maturities of the mortgage loans,
acquisition facility, and promissory notes for the next five years ending
December 31, and thereafter:

<TABLE>
<CAPTION>
                                      Amount
                                      ------
                         <S>         <C>
                         1997        $    546
                         1998           4,677
                         1999             950
                         2000         149,130
                         2001           1,116
                         Thereafter    40,861
                                    ----------
                         Total       $197,280
                                    ==========
</TABLE>

     The maturity date of the Lazarus Burman Mortgage Loan - II is based on a
contingent event.  As a result, this loan is not included in the above table.

5.     ACQUISITION OF REAL ESTATE

     During the three months ended March 31, 1997, the Operating Partnership
acquired 45 existing industrial properties.  The aggregate purchase price for
these properties totaled approximately $164.2 million, excluding costs incurred
in conjunction with  the acquisition of the properties.

6.   SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:



<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                         ----------------------------------------------
                                                                            March 31, 1997          March 31, 1996
                                                                         ----------------------  ----------------------
<S>                                                                      <C>                     <C>
   Interest paid, net of capitalized interest.....................       $               1,679   $              1,024
                                                                         =====================   ====================
   Interest capitalized...........................................       $                 193   $                 42
                                                                         =====================   ====================
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND                           
FINANCING ACTIVITIES:                                                    
   Distributions payable on Units.................................       $              16,904   $             12,477
                                                                         =====================   ====================
IN CONJUNCTION WITH THE PROPERTY ACQUISITIONS, THE FOLLOWING 
ASSETS AND LIABILITIES WERE ASSUMED AND OPERATING 
PARTNERSHIP UNITS EXCHANGED:
   Purchase of real estate........................................       $             164,195   $             97,505
   Accrued real estate taxes and security deposits................                      (1,658)                (1,504)
   Mortgage loans.................................................                      (4,505)                (9,417)
   Operating Partnerships units...................................                     (49,483)               (12,081)
                                                                         ---------------------   --------------------
                                                                         $             108,549   $             74,503
                                                                         =====================   ====================
</TABLE>

                                       8

<PAGE>   10



                             FIRST INDUSTRIAL, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

7.   COMMITMENTS AND CONTINGENCIES

     In the normal course of business, the Operating Partnership is involved in
legal actions arising from the ownership of its properties.  In management's
opinion, the liabilities, if any, that may ultimately result from such legal
actions are not expected to have a materially adverse effect on the financial
position, results of operations or liquidity of the Operating Partnership.

     The Operating Partnership has committed to the redevelopment of one bulk
warehouse property totaling approximately .05 million square feet.  The
estimated total construction costs are approximately $.3 million.  The
Operating Partnership is not acting as the general contractor for this
construction project.

8.   SUBSEQUENT EVENTS

     Between April 1, 1997 and June 13, 1997, the Operating Partnership
acquired six existing industrial properties.  The aggregate purchase price for
these properties totaled approximately $19.5 million excluding costs incurred
in conjunction with the acquisition of the properties.

     On April 4, 1997, the Operating Partnership borrowed $309.8 million
from an institutional lender (the "Defeasance Loan").  The Defeasance Loan was
unsecured, bore interest at LIBOR plus 1% and had a scheduled maturity of July
1, 1999.  The gross proceeds from the Defeasance Loan were contributed to the
Financing Partnership, which used the gross proceeds to execute a legal
defeasance of the 1994 Mortgage Loan.  The terms of the legal defeasance
require the Financing Partnership to pay down and retire the 1994 Mortgage Loan
at the end of 1997.  As a result, the Financing Partnership will record an
extraordinary loss in the second quarter of 1997 due to the prepayment of the
1994 Mortgage Loan.  The extraordinary loss will consist of a prepayment fee,
the unamortized deferred financing fees related to the period subsequent to the
prepayment, legal costs and other expenses incurred in retiring the 1994
Mortgage Loan.  The Defeasance Loan was retired in May, 1997, with the net
proceeds from the issuance of the 2007 Notes, the 2027 Notes and the 2011 Notes
(see further description below).

     On April 21, 1997, the Operating Partnership paid a distribution of $.505
per unit to unitholders of record on March 31, 1997.

     On May 13, 1997, the Operating Partnership issued $150 million (the "2007
Notes") and $100 million (the "2027 Notes") of senior unsecured debt which
mature on May 15, 2007 and May 15, 2027, respectively.  The 2027 Notes are
redeemable, at the option of the holders thereof, on May 15, 2002.  The 2007
Notes and the 2027 Notes bear interest at 7.60% and 7.15%, respectively.  The
issue prices of the 2007 Notes and the 2027 Notes were 99.965% and 99.854%,
respectively.  The Operating Partnership also entered into interest rate
protection agreements which were used to hedge the interest rate on the 2007
Notes and the 2027 Notes. Due to the offering discount and the interest rate
protection agreements, the Operating Partnership's effective interest rates on
the 2007 Notes and the 2027 Notes are 7.61% and 7.04%, respectively.  The net
proceeds of approximately $247.4 million were used as follows: $210 million to
partially pay down the Defeasance Loan and the remaining $37.4 million to
partially pay down the 1996 Unsecured Acquisition Facility.

     On May 14, 1997, the Company issued 4,000,000 depositary shares, each
representing 1/100 of a share of the Company's 8.75% Series B Cumulative
Preferred Stock.  The net proceeds of approximately $96.1 million were
contributed to the Operating Partnership in exchange for a preferred limited
partnership interest in the Operating Partnership.  The Operating Partnership
used the net proceeds to partially pay down the 1996 Unsecured Acquisition
Facility.

     On May 16, 1997, the Operating Partnership sold its interest rate
protection agreements for approximately $6.4 million.









                                      9
<PAGE>   11


                             FIRST INDUSTRIAL, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

8.   SUBSEQUENT EVENTS, CONTINUED

     On May 22, 1997, the Operating Partnership issued $100 million of
senior unsecured debt which matures on May 15, 2011 (the "2011 Notes").  The
2011 Notes bear interest at 7.375%.  The 2011 Notes are redeemable, at the
option of the holder thereof, on May 15, 2004.  The Operating Partnership
received approximately $1.7 million from the holder of the 2011 Notes as
consideration for this put option.  The Operation Partnership will amortize
this consideration over the life of the put option as an adjustment to interest
expense.   The issue price of the 2011 Notes was 99.348%.  The Operating
Partnership also entered into an interest rate protection agreement which was
used to hedge the interest rate on the 2011 Notes.  Due to the offering
discount, the consideration from the put option and the interest rate
protection agreement, the Operating Partnership's effective interest rate on
the 2011 Notes is 7.18%.  The net proceeds of approximately $99.8 million were
used to fully repay the balance of the Defeasance Loan.
        
     On June 4, 1997, the Company issued 2,000,000 depositary shares, each
representing 1/100 of a share of the Company's 8.625% Series C Cumulative
Preferred Stock.  The net proceeds of approximately $47.9 million were
contributed to the Operating Partnership in exchange for a preferred limited
partnership interest in the Operating Partnership.  The Operating Partnership
used $34.4 million of the net proceeds to fully repay the balance of the 1996
Unsecured Acquisition Facility.  The Operating Partnership intends to use the
remaining balance of the net proceeds to fund future property acquisitions and
development activity and for other general corporate purposes.
        
9.   PRO FORMA FINANCIAL INFORMATION

     Due to the acquisition of 156 properties between January 1, 1996 and March
31, 1997 and the Company's issuance of 5,175,000 shares of $.01 par value
common stock on February 2, 1996 (the "February 1996 Equity Offering")  and the
Company's issuance of 5,750,000 shares of $.01 par value common stock on
October 25, 1996 (the "October 1996 Equity Offering"), the historical results
of operations are not indicative of future results of operations.  The
following Pro Forma Condensed Statements of Operations for the three months
ended March 31, 1997 and 1996 are presented as if such property acquisitions,
the February 1996 Equity Offering and the October 1996 Equity Offering had
occurred at January 1, 1996, and therefore include pro forma information.  The
pro forma information is based upon historical information and does not purport
to present what actual results would have been had such transactions, in fact,
occurred at January 1, 1996, or to project results for any future period.

                  PRO FORMA CONDENSED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                 ----------------------------------------------
                                                                                     March 31, 1997          March 31, 1996
                                                                                 ----------------------  ----------------------
<C>                                                                              <C>                     <C>
Total Revenues...............................................................    $             21,104    $             18,781
Property Expenses............................................................                   6,878                   5,673
General and Administrative Expense...........................................                   1,257                   1,098
Interest Expense.............................................................                   3,096                   3,233
Depreciation and Amortization................................................                   3,115                   2,889
                                                                                 --------------------    --------------------
Income Before  Equity in Income of Other Real Estate                             
  Partnerships and Extraordinary Loss........................................                   6,758                   5,888
Equity in Income of Other Real Estate Partnerships...........................                   5,834                   4,496
                                                                                 ---------------------   --------------------
Income Before Extraordinary Loss.............................................    $             12,592    $             10,384
                                                                                 ====================    ====================
</TABLE>









                                       10


<PAGE>   12


                             FIRST INDUSTRIAL, L.P.
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

     The following discussion and analysis of First Industrial, L.P.'s  (the
"Operating Partnership") financial condition and results of operations should
be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10-Q.

RESULTS OF OPERATIONS

     At March 31, 1997, the Operating Partnership owned 184 in-service
properties with approximately 16.7 million square feet of gross leasable area
("GLA"), compared to 72 in-service properties with approximately 7.6 million
square feet of GLA at March 31, 1996.  The addition of 118 properties acquired
or developed between April 1, 1996 and March 31, 1997 included the acquisitions
of 114 properties comprising approximately 9.0 million square feet and the
completed construction of four properties containing a total of approximately
 .5 million square feet.  The sales of 6 properties comprised of approximately
 .4 million square feet were also completed between April 1, 1996 and March 31,
1997.

     COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 TO THREE MONTHS ENDED
MARCH 31, 1996

     Revenues increased by $13.0 million or 219.2% due primarily to the
properties acquired or developed after March 31, 1996.  Revenues from
properties owned prior to January 1, 1996, increased by approximately $.3
million or 8.7% due to general rent increases, an increase in occupancy and
additional tenant recovery income charges for additional property expenses
incurred for the three months ended March 31, 1997.
        
     Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by $4.6 million or 303.9% due primarily to the properties acquired or
developed after March 31, 1996.  Expenses from properties owned prior to
January 1, 1996, increased by approximately $.2 million or 15.2% due to
additional snow removal expenses incurred in the Minneapolis metropolitan area
and general real estate tax increases incurred in the majority of the Operating
Partnership's geographical markets.

     General and administrative expense increased by $.2 million due primarily
to the additional expenses associated with managing the Operating Partnership's
growing operations including additional professional fees relating to
additional properties owned and personnel to manage and expand the Operating
Partnership's business.

     Interest expense increased by $1.8 million for the three months ended
March 31, 1997 compared to the three months ended March 31, 1996. The average
outstanding debt balance was $110.3 million higher during the three months
ended March 31, 1997, however, the impact on interest expenses was partially
offset by lower interest rates on the $200 million unsecured revolving credit
facility (the "1996 Unsecured Acquisition Facility").

     Depreciation and other amortization increased by $1.7 million due
primarily to the additional depreciation and amortization related to the
properties acquired after March 31, 1996.

     Equity in Income of Other Real Estate Partnerships increased by $1.3
million or 29.8% due primarily to one of the Other Real Estate Partnerships
having a full quarter of operations in 1997 compared to a partial quarter of
operations in 1996 and one of the Other Real Estate Partnership's having
operations from four properties placed in service for the quarter ended March
31, 1997 as opposed to operations from three properties placed in service for
the quarter ended March 31, 1996.










                                       11

<PAGE>   13


     The $.8 million extraordinary item in 1996 represents the write-off of
unamortized deferred financing costs and a prepayment fee for loans that were
paid off in full and retired in 1996.

LIQUIDITY AND CAPITAL RESOURCES


     Net cash provided by operating activities was $1.8 million for the three
months ended March 31, 1997 compared to $1.6 million for the three months ended
March 31, 1996.  This increase is due primarily to an increase in net operating
income due to the operations of properties acquired or developed between  April
1, 1996 and March 31, 1997, partially offset by an increase in tenant accounts
receivable and prepaid expenses and other assets.

     Net cash used in investing activities increased to $124.0 million from
$92.0 million due primarily to an increase in the acquisition of properties.

     Net cash provided by financing activities increased to $118.0 million for
the three months ended March 31, 1997 from $83.9 million for the three months
ended March 31, 1996 due to an increase in borrowings under the 1996 Unsecured
Acquisition Facility during the three months ended March 31, 1997 which were
partially offset by an increase in  distributions for the three months ended
March 31, 1997 due to the issuance of additional Operating Partnership units in
1996 and 1997 as well as an increase in per unit distributions.

     The ratio of earnings to fixed charges and preferred stock dividends was
6.09 for the three months ended March 31, 1997 compared to 10.4 for the three
months ended March 31, 1996.  The decrease is primarily due to increased
interest expense as discussed in the "Results of Operations" above.

     Between January 1, 1997 and March 31, 1997, the Operating Partnership
purchased 45 industrial properties comprising approximately 3.7 million square
feet, for an aggregate purchase price of approximately $164.2 million.  The
acquisitions activity were financed with borrowings under the 1996 Unsecured
Acquisition Facility, the issuance of 1,595,282 Operating Partnership units and
$4.5 million of indebtedness assumed in connection with property acquisitions.
        
     The Operating Partnership has committed to the redevelopment of one
bulk warehouse property totaling approximately .05 million square feet.  The
estimated total construction costs are approximately $.3 million.  This
redevelopment is expected to be funded with cash flow from operations as well
as borrowings under the Operating Partnership's 1996 Unsecured Acquisition
Facility.

     On January 20, 1997, the Operating Partnership paid a fourth quarter 1996
distribution of 50.5 cents per unit, totaling approximately $16.3 million.  On
April 21, 1997, the Operating Partnership paid a first quarter 1997
distribution of 50.5 cents per unit, totaling approximately $16.9 million.

     The Operating Partnership has considered its short-term (less than one
year) liquidity needs and the adequacy of its estimated cash flow from
operations and other expected liquidity sources to meet these needs.  The
Operating Partnership believes that its principal short-term liquidity needs
are to fund normal recurring expenses, debt service requirements and the
minimum distribution required to maintain the First Industrial Realty Trust,
Inc.'s (the "Company") REIT qualification under the Internal Revenue Code. The
Operating Partnership anticipates that these needs will be met with cash flows
provided by operating activities.

     The Operating Partnership expects to meet long-term (greater than one
year) liquidity requirements such as property acquisitions, scheduled debt
maturities, major renovations, expansions and other nonrecurring capital
improvements through long-term secured and unsecured indebtedness and the
issuance of additional equity securities.  The Operating Partnership may
finance the development or 












                                      12
<PAGE>   14


acquisition of additional properties through borrowings under the 1996 Unsecured
Acquisition Facility. At March 31, 1997, borrowings under the 1996 Unsecured
Acquisition Facility bore interest at a weighted average interest rate of 
6.61%.  As of March 31, 1997, the Operating Partnership had approximately $51.9
million available in additional borrowings under the 1996 Unsecured Acquisition
Facility. While the Operating Partnership may sell properties if property or
market conditions make it desirable, the Operating Partnership does not expect
to sell assets in the foreseeable future to satisfy its liquidity requirements.
        
     In April 1997, the Operating Partnership borrowed $309.8 million from
an institutional lender (the "Defeasance Loan").  The gross proceeds from the
Defeasance Loan were contributed to the Financing Partnership which used the
gross proceeds to execute a legal defeasance of the 1994 Mortgage Loan.  The
terms of the legal defeasance require the Financing Partnership to pay down and
retire the 1994 Mortgage Loan at the end of 1997.  As a result, the Financing
Partnership will record an extraordinary loss in the second quarter of 1997 due
to the prepayment of the 1994 Mortgage Loan.  The extraordinary loss will
consist of a prepayment fee, the unamortized deferred financing fees related to
the period subsequent to the prepayment, legal costs and other expenses
incurred in retiring the 1994 Mortgage Loan.  The Defeasance Loan was retired
in May, 1997, with the net proceeds from the issuance of the 2007 Notes, the
2027 Notes and the 2011 Notes (see further description below).

     On May 13, 1997, the Operating Partnership issued $250 million of senior
unsecured debt.  The net proceeds of approximately $247.4 million were used as
follows: $210 million to partially pay down the Defeasance Loan and the
remaining $37.4 million to partially pay down the 1996 Unsecured Acquisition
Facility.

     On May 14, 1997, the Company issued 4,000,000 depositary shares, each
representing 1/100 of a share of the Company's 8.75% Series B Cumulative
Preferred Stock.  The net proceeds of approximately $96.1 million contributed
to the Operating Partnership in exchange for a preferred limited partnership
interest in the Operating Partnership.  The Operating Partnership used the net
proceeds to partially pay down the 1996 Unsecured Acquisition Facility.

     On May 16, 1997, the Operating Partnership sold its interest rate
protection agreements for approximately $6.4 million.

     On May 22, 1997, the Operating Partnership issued $100 million of senior
unsecured debt.  The net proceeds of approximately $99.8 million were used to
fully repay the balance of the Defeasance Loan.

     On June 4, 1997, the Company issued 2,000,000 depositary shares, each
representing 1/100 of a share of the Company's 8.625% Series C Cumulative
Preferred Stock.  The net proceeds of approximately $47.9 were contributed to
the Operating Partnership in exchange for a preferred limited partnership
interest in the Operating Partnership. The Operating Partnership used $34.4
million of the net proceeds to fully repay the balance of the 1996 Unsecured
Acquisition Facility.  The Operating Partnership intends to use the remaining
balance of the net proceeds to fund future property acquisition and development
activity and for other general corporate purposes.
        











                                      13

<PAGE>   15



                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 1. LEGAL PROCEEDINGS
  None.

ITEM 2. CHANGES IN SECURITIES
  None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.

ITEM 5. OTHER INFORMATION
  Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit No. Description

           3.1  Certificate of Limited Partnership of First
                Industrial, L.P., as amended (incorporated by reference to
                Exhibit 4.6 of the Registration Statement on Form S-3 of
                First Industrial, L.P. and First Industrial Realty, Inc.,
                File No. 1-13102).

            4.1  Fourth Amended and Restated Limited
                 Partnership Agreement of First Industrial, L.P.
                 (incorporated by reference to Exhibit 4 of the Form 8-K of
                 First Industrial, L.P. dated June 13, 1997, File No.
                 1-13102).

            4.2  Indenture, dated as of May 13, 1997 between
                 First Industrial, L.P. and First Trust National
                 Association, as Trustee (incorporated by reference to
                 Exhibit 4.1 of the Form 10-Q of First Industrial Realty
                 Trust, Inc. for the fiscal quarter ended March  31, 1997,
                 as amended by Form 10-Q/A No. 1 of the Company filed May
                 30, 1997, File No. 1-13102).

            4.3  Supplemental Indenture No. 1, dated as of May
                 13, 1997 between First Industrial, L.P. and First Trust
                 National Association as Trustee relating to $150 million
                 of 7.60% Notes due 2007 and $100 million of 7.15% Notes
                 due 2027 (incorporated by reference to Exhibit 4.2 of the
                 Form 10-Q of First Industrial Realty Trust, Inc. for the
                 fiscal quarter ended March 31, 1997, as amended by Form
                 10-Q/A No. 1 of First Industrial Realty Trust, Inc. filed
                 May 30, 1997, File No. 1-13102).

            4.4  Supplemental Indenture No. 2, dated as of May
                 22, 1997 between First Industrial, L.P. and First Trust
                 National Association as Trustee relating to $100 million
                 of 7 3/8% Notes due 2011.


            4.5  Trust Agreement, dated as of May 16, 1997 between First 
                 Industrial, L.P. and First Bank National Association, as 
                 Trustee.

             27  Financial Data Schedule.





                                       14



<PAGE>   16


                                   SIGNATURE
                                   ---------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                     FIRST INDUSTRIAL REALTY TRUST, INC.



Date:  June 13, 1997                 By: /s/ Michael J. Havala
                                         --------------------------------------
                                         Michael J. Havala
                                         Chief Financial Officer
                                         (Principal Financial and Accounting 
                                         Officer)


















                                       15

<PAGE>   17


                                 EXHIBIT INDEX
                                 -------------


  Exhibit No.    Description
  -----------    -----------

         3.1     Certificate of Limited Partnership of First
                 Industrial, L.P., as amended (incorporated by reference to
                 Exhibit 4.6 of the Registration Statement on Form S-3 of
                 First Industrial, L.P. and First Industrial Realty, Inc.,
                 File No. 1-13102).
         
         4.1     Fourth Amended and Restated Limited
                 Partnership Agreement of First Industrial, L.P.
                 (incorporated by reference to Exhibit 4 of the Form 8-K of
                 First Industrial, L.P. dated June 13, 1997, File No.
                 1-13102).
         
         4.2     Indenture, dated as of May 13, 1997 between
                 First Industrial, L.P. and First Trust National
                 Association, as Trustee (incorporated by reference to
                 Exhibit 4.1 of the Form 10-Q of First Industrial Realty
                 Trust, Inc. for the fiscal quarter ended March  31, 1997,
                 as amended by Form 10-Q/A No. 1 of the Company filed May
                 30, 1997, File No. 1-13102).
         
         4.3     Supplemental Indenture No. 1, dated as of May
                 13, 1997 between First Industrial, L.P. and First Trust
                 National Association as Trustee relating to $150 million
                 of 7.60% Notes due 2007 and $100 million of 7.15% Notes
                 due 2027 (incorporated by reference to Exhibit 4.2 of the
                 Form 10-Q of First Industrial Realty Trust, Inc. for the
                 fiscal quarter ended March 31, 1997, as amended by Form
                 10-Q/A No. 1 of First Industrial Realty Trust, Inc. filed
                 May 30, 1997, File No. 1-13102).
         
         4.4     Supplemental Indenture No. 2, dated as of May
                 22, 1997 between First Industrial, L.P. and First Trust
                 National Association as Trustee relating to $100 million
                 of 7 3/8% Notes due 2011.
         
         4.5     Trust Agreement, dated as of May 16, 1997 between First 
                 Industrial, L.P. and First Bank National Association, as 
                 Trustee.

          27     Financial Data Schedule.




                                       16