UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For 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 3900, Chicago, Illinois             |  | 60606                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(312) 344-4300

(Registrants telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the
Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.    Yes   ̈    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files).    Yes  x    No   ̈

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x









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EXPLANATORY NOTE

First Industrial, L.P. (the Operating Partnership), is filing this Amendment No. 1 on Form 10-K/A (this
Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was originally filed on February 29, 2012 (the Original Filing), to amend Item 15 to include the
separate financial statements of First Industrial Pennsylvania, L.P. as required under Rule 3-09 of Regulation S-X.

Other
than as set forth herein, this Amendment does not affect any other parts of or exhibits to the Original Filing, and those unaffected parts or exhibits are not included in this Amendment. This Amendment continues to speak as of the date of the
Original Filing and the Operating Partnership has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Operating
Partnerships other filings made with the Securities and Exchange Commission since the filing of the Original Filing, including amendments to those filings, if any.



---

Item 15.Exhibits and Financial Statement Schedules

(a) Financial Statements, Financial Statement Schedule and Exhibits

(1 & 2) See Index to Financial Statements and Financial Statement Schedule.

(3) Exhibits:



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|3.1         |  | Twelfth Amended and Restated Partnership Agreement of First Industrial, L.P. dated February 27, 2012 (incorporated by reference to Exhibit 10.1 of the Form 10-K of the
Company for the year ended December 31, 2011, File No. 1-13102)                                                                                                                                                            
|            | 
|4.1         |  | 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 the Company 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)                                                                   
|            | 
|4.2         |  | Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million
of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company 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. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term
Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of the Operating Partnership, dated November 3, 1997, as filed November 3, 1997, File No. 333-21873)                      
|            | 
|4.4         |  | 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Companys
Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102)                                                                                                                                                
|            | 
|4.5         |  | Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of
the Form 10-QT of the Operating Partnership for the fiscal quarter ended March 31, 1997, File No. 333-21873)                                                                                                                
|            | 
|4.6         |  | 7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of the
Operating Partnership dated July 15, 1998, File No. 333-21873)                                                                                                                                                                          
|            | 
|4.7         |  | Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial,
L.P.s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership dated July 15, 1998, File No. 333-21873)                                                               
|            | 
|4.8         |  | Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.s
6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Operating Partnerships Form 8-K, dated April 4, 2002, File No. 333-21873)                                                        
|            | 
|4.9         |  | Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. and 7.75% Notes due in 2032 in the principal amount of
$50 million issued by First Industrial L.P. (incorporated by reference to Exhibit 4.2 of the Operating Partnerships Form 8-K dated April 4, 2002, File No. 333-21873)                                                            
|            | 
|4.10        |  | Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating
Partnerships Form 8-K, dated April 4, 2002, File No. 333-21873)                                                                                                                                                                   
|            | 
|4.11        |  | Supplemental Indenture No. 8, dated as of May 17, relating to 6.42% Senior Notes due June 1, 2014, by and between First Industrial, L.P. and U.S. Bank National
Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership, dated May 27, 2004, File No. 333-21873)                                                                                        



---

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|4.12        |  | Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National
Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006, File No. 1-13102)                                                                                                                                                                                                                                                                                                                                                 
|            | 
|4.13        |  | Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between First Industrial, L.P. and U.S. Bank National
Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)                                                                                                                                                                                                                                                                                                                                                              
|            | 
|10.1        |  | Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of
the Form 8-K of the Operating Partnership, dated September 16, 2004, File No. 333-21873)                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.2        |  | Distribution Agreement among the Company, First Industrial, L.P. and J.P. Morgan Securities Inc. dated May 4, 2010 (incorporated by reference to Exhibit 10.1 of the
Form 8-K of the Company filed May 4, 2010, File No. 1-13102)                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|10.3        |  | Unsecured Revolving Credit Agreement dated as of December 14, 2011 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders
thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed December 15, 2011, File No. 1-13102)                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.4        |  | Distribution Agreement among the Company, First Industrial, L.P. and Wells Fargo Securities, LLC dated February 28, 2011(incorporated by reference to Exhibit 10.1 of the
Form 8-K of the Company filed on February 28, 2011, File No. 1-13102)                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|21.1        |  | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2011, File
No. 1-13102)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|23*         |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|31.1*       |  | Certification of 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 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*         |  | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|99.1*       |  | Audited Financial Statements for the year ended December 31, 2011 of First Industrial Pennsylvania, L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|101.1       |  | The following financial statements from First Industrial, L.P.s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL: (i) Consolidated Balance
Sheets (audited), (ii) Consolidated Statements of Operations (audited), (iii) Consolidated Statements of Comprehensive Income (audited), (iv) Consolidated Statement of Changes in Stockholders Equity (audited), (v) Consolidated Statements of
Cash Flows (audited) and (vi) Notes to Consolidated Financial Statements (audited) (incorporated by reference to Exhibit 101.1 of the Form 10-K of the Company for the year ended December 31, 2011, File No. 1-13102)



|* | Filed herewith.
|- | ---------------

|** | Furnished herewith.
|-- | -------------------



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SIGNATURES

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, L.P.By:

FIRST INDUSTRIAL REALTY TRUST, INC.as general partnerBy:

/s/    Bruce W.
DuncanBruce W. DuncanPresident, Chief Executive Officer and Director
(Principal Executive Officer)


Date: February 28, 2013



By:

/s/    Scott A.
MusilScott A. MusilChief Financial and Accounting Officer
(Principal Financial and Accounting Officer)


Date: February 28, 2013