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                      FIRST INDUSTRIAL REALTY TRUST, INC.
                            311 South  Wacker Drive
                                   Suite 4000
                           Chicago, Illinois    60606
                                ________________

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                ________________

                           TO BE HELD ON MAY 14, 1998

     NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders (the
"Annual Meeting") of First Industrial Realty Trust, Inc. (the "Company") will
be held on Thursday, May 14, 1998 at 9:00 a.m. at the Sears Tower Conference
Center, Lincoln Room, 233 South Wacker Drive, 33rd Floor, Chicago, Illinois
60606 for the following purposes:

     1. To elect three Class I directors of the Company to serve until the 2001
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified;

     2. To ratify the Board of Directors' selection of Coopers & Lybrand L.L.P.
as the Company's independent auditors for the fiscal year ending December 31,
1998; and

     3. To consider and act upon any other matters that may properly be brought
before the Annual Meeting and at any adjournments or postponements thereof.

     Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or
later adjournment, the Annual Meeting may be adjourned, or to which the Annual
Meeting may be postponed.

     The Board of Directors has fixed the close of business on March 13, 1998
as the record date for the Annual Meeting.  Only stockholders of record of the
Company's common stock, $.01 par value per share, at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting and
at any adjournments or postponements thereof.

     You are requested to fill in and sign the enclosed Proxy Card, which is
being solicited by the Board of Directors, and to mail it promptly in the
enclosed postage-prepaid envelope.  Any proxy may be revoked by delivery of a
later dated proxy.  Stockholders of record who attend the Annual Meeting may
vote in person, even if they have previously delivered a signed proxy.

                                By Order of the Board of Directors


Chicago, Illinois               Michael J. Havala
April 9, 1998                   Secretary


     WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED.  IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU
WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.



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                      FIRST INDUSTRIAL REALTY TRUST, INC.
                            311 South  Wacker Drive
                                   Suite 4000
                           Chicago, Illinois    60606
                                ________________

                                PROXY STATEMENT
                                ________________

                  FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS

                           TO BE HELD ON MAY 14, 1998

     This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Industrial Realty Trust, Inc. (the
"Company") for use at the 1998 Annual Meeting of Stockholders of the Company to
be held on Thursday, May 14, 1998, and at any adjournments or postponements
thereof (the "Annual Meeting").  At the Annual Meeting, stockholders will be
asked to vote on the election of three Class I directors of the Company, to
ratify the Board of Directors' selection of Coopers & Lybrand L.L.P. as the
Company's independent auditors for the current fiscal year and to act on any
other matters properly brought before them.

     This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being sent to stockholders on or about April 9, 1998.
The Board of Directors has fixed the close of business on March 13, 1998 as
the record date for the Annual Meeting (the "Record Date").  Only stockholders
of record of the Company's common stock, par value $.01 per share (the "Common
Stock"), at the close of business on the Record Date will be entitled to notice
of and to vote at the Annual Meeting.  As of the Record Date, there were
36,551,087 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting.  Holders of Common Stock outstanding as of the close of
business on the Record Date will be entitled to one vote for each share held by
them on each matter presented to the Stockholders at the Annual Meeting.

     STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE.  SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY CARD RECEIVED PRIOR
TO THE VOTE AT THE ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE ANNUAL
MEETING AS DIRECTED ON THE PROXY CARD.  IF A PROPERLY EXECUTED PROXY CARD IS
SUBMITTED AND NO INSTRUCTIONS ARE GIVEN, THE PERSONS DESIGNATED AS PROXY
HOLDERS ON THE PROXY CARD WILL VOTE (I) FOR THE ELECTION OF THE THREE NOMINEES
FOR CLASS I DIRECTORS OF THE COMPANY NAMED IN THIS PROXY STATEMENT, (II) FOR
THE RATIFICATION OF THE BOARD OF DIRECTORS' SELECTION OF COOPERS & LYBRAND
L.L.P. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR AND
(III) IN THEIR OWN DISCRETION WITH RESPECT TO ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE STOCKHOLDERS AT THE ANNUAL MEETING OR AT ANY
ADJOURNMENTS OR POSTPONEMENTS





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THEREOF.  IT IS NOT ANTICIPATED THAT ANY MATTERS OTHER THAN THOSE SET FORTH IN
THE PROXY STATEMENT WILL BE PRESENTED AT THE ANNUAL MEETING.


     The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting.  The affirmative vote of the holders of a majority of the votes cast
with a quorum present at the Annual Meeting is required for the election of
Class I directors and the ratification of the selection of the Company's
auditors.  Abstentions and broker non-votes will not be counted as votes cast
and, accordingly, will have no effect on the majority vote required.

     A stockholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above, by filing a duly executed proxy
bearing a later date, or by appearing in person and voting by ballot at the
Annual Meeting.  Any stockholder of record as of the Record Date attending the
Annual Meeting may vote in person whether or not a proxy has been previously
given, but the presence (without further action) of a stockholder at the Annual
Meeting will not constitute revocation of a previously given proxy.

     The Company's 1997 Annual Report, including financial statements for the
fiscal year ended December 31, 1997, is being mailed to stockholders
concurrently with this Proxy Statement.  The Annual Report, however, is not
part of the proxy solicitation material.

                               PROPOSAL I

                      ELECTION OF A CLASS OF DIRECTORS

     Pursuant to the Articles of Amendment and Restatement of the Company (the
"Articles"), the maximum number of members allowed to serve on the Company's
Board of Directors is twelve (12).  Currently, the Board of Directors of the
Company consists of nine members and is divided into three classes, with the
directors in each class serving for a term of three years and until their
successors are duly elected and qualified.  The term of one class expires at
each annual meeting of stockholders.

     At the Annual Meeting, three directors will be elected to serve until the
2001 annual meeting of stockholders and until their successors are duly elected
and qualified.  The Board of Directors has nominated Jay H. Shidler, John L.
Lesher, and J. Steven Wilson  to serve as Class I directors (the "Nominees").
Each of the Nominees is currently serving as a Class I director of the Company
and has consented to be named as a nominee in this Proxy Statement.  The Board
of Directors anticipates that each of the Nominees will serve as a director if
elected.  However, if any person nominated by the Board of Directors is unable
to accept election, the proxies will vote for the election of such other person
or persons as the Board of Directors may recommend.

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     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.

INFORMATION REGARDING NOMINEES AND DIRECTORS

     The following biographical descriptions set forth certain information with
respect to the three Nominees for election as Class I directors at the Annual
Meeting, the continuing directors whose terms expire at the annual meetings of
stockholders in 1999 and 2000 and certain executive officers, based on
information furnished to the Company by such persons.  The following
information is as of March 13, 1998, unless otherwise specified.

CLASS I NOMINEES FOR ELECTION AT 1998 ANNUAL MEETING - TERM TO EXPIRE IN 2001

JAY H. SHIDLER                                              Director since 1993

     Mr. Shidler, 51, has been Chairman of the Board of Directors since the
     formation of the Company in August 1993.  He is the founder and managing
     partner of The Shidler Group.  A nationally acknowledged expert in the
     field of real estate investment and finance, Mr. Shidler has over 25 years
     of experience in real estate investment and has acquired and managed
     properties involving several billion dollars in aggregate value.  Since
     1970, Mr. Shidler has been directly involved in the acquisition and
     management of over 1,000 properties in 40 states and Canada.  Mr. Shidler
     is the Chairman of the Board of Directors of Corporate Office Properties
     Trust, Inc.  Mr. Shidler is also a founder and Chairman of the Board of
     Directors of CGA Group, Ltd., a holding company whose subsidiary is a
     AAA-rated financial guarantor based in Bermuda. He serves on the boards of
     directors of several private companies and is active as a trustee of
     several charitable organizations, including The Shidler Family Foundation.
     Mr. Shidler is a member of the Urban Land Institute and the National
     Association of Real Estate Investment Trusts ("NAREIT").

JOHN L. LESHER                                              Director since 1994

     Mr. Lesher, 64, has been a director of the Company since June 1994.  Mr.
     Lesher was President of Resource Evaluation, Inc., a consulting firm
     specializing in working capital management, from 1994 to July 1997, at
     which time he became the Chairman.  He is a director of REL Consultancy
     Group, the parent of Resource Evaluation, Inc., and a director of The
     Sound Shore Fund.  From 1990 to 1993, he was a Managing Director of
     Korn/Ferry International, an executive recruiting organization.  From 1985
     to 1989, he was Vice President of the New York financial services practice
     of Cresap, McCormick & Paget, a management consulting organization;
     President of Home Group Financial Services, a subsidiary of Home Insurance
     Company; and President of Mars & Company, an international strategic
     planning




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     and consulting firm.  Prior to 1985, he served for 24 years in various
     capacities at Booz, Allen & Hamilton, including from 1976 to 1985 as its
     President.


J. STEVEN WILSON                                            Director since 1994

     Mr. Wilson, 54, has been a director of the Company since June 1994.  Since
     1991, Mr. Wilson has been Chairman of the Board of Directors, President
     and Chief Executive Officer and a director of Wickes Inc., which is one of
     the largest lumber yard chains in the United States.  Since 1985, Mr.
     Wilson has been President, Chief Executive Officer and a director of
     Riverside Group, Inc., an insurance holding company with operations in
     real estate and mortgage banking.  He is also a director of Atlantic
     Group, Inc., a supplier of building materials, a director of Circle
     Investors, Inc., and President and Chief Executive Officer of Wilson
     Financial Corp., a real estate and investment firm.



           CLASS II CONTINUING DIRECTORS - TERM TO EXPIRE IN 1999

MICHAEL G. DAMONE                                            Director since 1994

     Mr. Damone, 63, is Director of Strategic Planning for the Company and has
     been a director of the Company since June 1994.  Between 1973 and 1994,
     Mr. Damone was Chief Executive Officer of Damone/Andrew, a full service
     real estate organization, which developed several million square feet of
     industrial, warehouse, distribution and research and development
     buildings.  Prior to co-founding Damone/Andrew in 1973, Mr. Damone was for
     over six years the executive vice president of a privately-held, Michigan
     based real estate development and construction company, where he was
     responsible for the development of industrial business parks. His
     professional affiliations include the Society of Industrial and Office
     Realtors, the National Association of Realtors, the Michigan Association
     of Realtors and the South Oakland County Board of Realtors.

KEVIN W. LYNCH                                               Director since 1994

     Mr. Lynch, 45, has been a director of the Company since June 1994.  Mr.
     Lynch is the co-founder and Principal of The Townsend Group ("Townsend"),
     an institutional real estate consulting firm, which provides real estate
     consulting for pension funds and institutional investors.  In his capacity
     as Principal, Mr. Lynch is responsible for strategic development and
     implementation of client real estate portfolios.  Mr. Lynch is also
     responsible for new product development.  Prior to founding Townsend, Mr.
     Lynch was associated with Stonehenge Capital Corporation, where he was
     involved in the acquisition of institutional real estate properties and
     the structuring of institutional real estate transactions.  Since 1996,
     Mr. Lynch has served on the Board of Directors for Lexington Corporate
     Properties.  He is a member of the National Real Estate Advisory Board for
     the Real Estate Center at New York University,


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     the National Council of Real Estate Investment Fiduciaries, the Pension
     Real Estate Association, the American Society for Real Estate Research,
     the Urban Land Institute and NAREIT.

MICHAEL W. BRENNAN                                           Director since 1996

     Mr. Brennan, 41, has been a director since March 1996.  He has been Chief
     Operating Officer
     of the Company since December 1995, prior to which time he was Senior Vice
     President--Asset Management of the Company since April 1994.  He was a
     partner of The Shidler Group between 1988 and 1994 and the President of
     the Brennan/Tomasz/Shidler Investment Corporation and was in charge of
     asset management, leasing, project finance, accounting and treasury
     functions for The Shidler Group's Chicago operations.  Between 1986 and
     1988, Mr. Brennan served as The Shidler Group's principal acquisition
     executive in Chicago.  Prior to joining The Shidler Group, Mr. Brennan was
     an investment specialist with CB Commercial (formerly Coldwell Banker).
     His professional affiliations include the Urban Land Institute, the
     National Association of Industrial and Office Properties ("NAIOP"),
     NAREIT, National Association of Manufacturers, the Council for Logistic
     Management and the Chicago Union League Club Real Estate Group.


            CLASS III CONTINUING DIRECTORS - TERM TO EXPIRE IN 2000

JOHN RAU                                                     Director since 1994

     Mr. Rau, 49, has been a director of the Company since June 1994.  Mr. Rau
     is President and Chief Executive Officer of Chicago Title and Trust Co.
     and Chicago Title Insurance Co., and President and Chief Executive Officer
     of Ticor Title Insurance Co. and Security Union Title Insurance Co., both
     companies being subsidiaries of Chicago Title and Trust Co.  Mr. Rau is a
     member of the combined Board of Directors of Chicago Title and Trust Co.
     and Chicago Title Insurance Co., as well as Chairman of the Board of
     Directors of Ticor Title Insurance Co. and Security Union Title Insurance
     Co.  He is also a Director of LaSalle National Bank, Borg-Warner
     Automotive, Inc. and Nicor Inc., and is a member of the Board of Overseers
     of the CARE Foundation.  From July 1993 until November 1996, Mr. Rau was
     Dean of the Indiana University School of Business.  From 1991 to 1993, Mr.
     Rau served as Chairman of the Illinois Economic Development Board and as
     special advisor to Illinois Governor James Edgar.  From 1990 to 1993, he
     was Chairman of the Banking Research Center Board of Advisors and a
     Visiting Scholar at Northwestern University's J.L. Kellogg Graduate School
     of Management.  During that time he also served as Special Consultant to
     McKinsey & Company, a worldwide strategic consulting firm.  From 1989 to
     1991, Mr. Rau served as President and Chief Executive Officer of LaSalle
     National Bank.  From 1979 to 1989, he was associated with The Exchange
     National Bank, serving as President from 1983 to 1989, at which time The
     Exchange National Bank merged with LaSalle National Bank.  Prior to 1979,
     he was associated with

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   First National Bank of Chicago.  Mr. Rau also served as Chairman of the Board
   of Trustees of the CARE Foundation.

ROBERT J. SLATER                                             Director since 1994

     Mr. Slater, 60, has been a director of the Company since June 1994.  Since
     1985, Mr. Slater has been President of Jackson Consulting, Inc., a private
     consulting company specializing in advising basic industries.  Mr. Slater
     is presently a director of Southdown, Inc., a major cement and cement
     product manufacturing company.

MICHAEL T. TOMASZ                                            Director since 1994

     Mr. Tomasz, 55, has been President, Chief Executive Officer and a director
     of the Company since April 1994.  He joined The Shidler Group in 1986,
     where he was managing partner of the Chicago office and was involved in
     the acquisition, financing, leasing, managing and disposition of several
     hundred million dollars of commercial property.  Prior to joining The
     Shidler Group, Mr. Tomasz was a commercial real estate broker with CB
     Commercial from 1974 to 1985, in which capacity he was involved in the
     sale and leasing of several hundred million dollars of industrial
     property.  In 1979, Mr. Tomasz was named the "Commercial Salesperson of
     the Year" by the Chicago Real Estate Board and, in 1996, he was named
     "Industrial Property Executive of the Year" by Commercial Property News.
     His professional affiliations include the Society of Industrial and Office
     Realtors, the Urban Land Institute, the Association of Industrial Real
     Estate Brokers and NAREIT.

                   EXECUTIVE OFFICERS AND OTHER SENIOR MANAGEMENT

MICHAEL J. HAVALA

     Mr. Havala, 38, has been Chief Financial Officer, Treasurer and Secretary
     of the Company since April 1994.  He joined The Shidler Group in 1989, and
     was Chief Financial Officer for The Shidler Group's midwest region with
     responsibility for accounting, finance and treasury functions.  With The
     Shidler Group, Mr. Havala structured joint ventures, obtained and
     refinanced project financing, developed and implemented management
     information systems and coordinated all financial aspects of a several
     million square foot portfolio located in various states throughout the
     Midwest.  Prior to joining The Shidler Group, Mr. Havala was a Senior Tax
     Consultant with Arthur Andersen & Company, where he specialized in real 
     estate, banking and corporate finance.  Mr. Havala is a certified public
     accountant. His professional affiliations include NAREIT, NAIOP and the    
     Illinois CPA Society.
        

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GARY H. HEIGL

     Mr. Heigl, 42, has been Senior Vice President--Capital Markets of the
     Company since January 1996.  Over the last 20 years, Mr. Heigl has
     specialized in commercial real estate finance.  During 1994 and 1995, Mr.
     Heigl was Senior Vice President--Director of New Business Development for
     ITT Real Estate Services, Inc.  From 1991 through 1993, he operated his
     own real estate consulting firm.   From 1984 through 1990, Mr. Heigl
     served in various project finance capacities at VMS Realty Partners
     culminating as Senior Vice President--Finance and Dispositions.  Prior to
     1984, he served in lending officer positions for the commercial real
     estate groups of ITT Financial and Aid Association for Lutherans. Mr.
     Heigl's professional affiliations include the Urban Land Institute and
     NAREIT.

JOHANNSON L. YAP

     Mr. Yap, 35, has been the Chief Investment Officer of the Company since
     February 1997. From April 1994 to February 1997, he was Senior Vice
     President--Acquisitions of the Company.  During this time, he oversaw
     and implemented the Company's investment strategy and initiatives. In
     addition to participating in over one billion dollars of investment
     volume, Mr. Yap has extensive experience in entity acquisitions using the
     UPREIT structure.  Prior to joining the Company, Mr. Yap joined the
     Shidler Group in 1988 as an acquisitions associate, and became Vice
     President in 1991, with responsibility for acquisitions, property
     management, leasing, project financing, sales and construction management
     functions.  Between 1988 and 1994, he participated in the acquisition,
     underwriting and due diligence of several hundred million dollars of
     commercial properties. His professional affiliations include the Urban
     Land Institute, the Chicago Real Estate Council, NAREIT, NAIOP and the
     Real Estate Investment Advisory Council.
        
ANTHONY MUSCATELLO

     Mr. Muscatello, 49, has been the senior officer of the Company in charge
     of development activities, as President of FI Development Services
     Corporation, since September 1996, prior to which he had served as a
     Senior Regional Director for Pennsylvania, Nashville and Atlanta since
     June 1994.  Over the last 25 years, he has been responsible for the
     leasing, management and/or development of several million square feet of
     office, industrial and residential real estate.  From 1987 to 1994, he
     served as Managing General Partner of the central Pennsylvania operations
     of Rouse & Associates, where he was responsible for day-to-day operations,
     including profit and loss, marketing, leasing, acquisition, financing,
     construction and asset management functions.  From 1982 to 1987, he served
     in various capacities with Rouse & Associates.  From 1969 to 1982, Mr.
     Muscatello worked for several real estate development firms, where his
     responsibilities included land acquisition, market analysis and


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     marketing, sales, financing and construction of single family and
     multi-family homes.  He is an active member in NAIOP and the Industrial
     Real Estate Brokers of Metropolitan New York.

JAN A. BURMAN

     Mr. Burman, 46, has been a Senior Regional Director of the Company for
     Long Island and northern New Jersey since January 1997.  He oversees
     acquisitions, developments, asset management and lease negotiations for a
     several million square foot portfolio in his region.  Mr. Burman has 19
     years of experience in real estate executive management.  Prior to joining
     the Company, he was a partner and president of Lazarus Burman Associates,
     a full service real estate company with in-house leasing, management,
     construction and design capabilities that First Industrial acquired
     through an UPREIT transaction in January 1997.  Under Mr. Burman's
     leadership, Lazarus Burman Associates tripled in size and dramatically
     expanded the scope of its activities and operations.  Before joining
     Lazarus Burman Associates, Mr. Burman began his career as a certified
     public accountant working in the tax and audit departments of Touche Ross
     & Co.  He is president of the Association for a Better Long Island and a
     member of Syracuse University's School of Management Corporate Advisory
     Council.

J. CRAIG COSGROVE

     Mr. Cosgrove, 36, has been a Senior Regional Director of the Company for
     Pennsylvania and Georgia since December 1997.  Mr. Cosgrove joined the
     Company in 1994 as a Regional Director, upon the Company's acquisition of
     Rouse & Associates through an UPREIT transaction.  From 1991 to 1994, Mr.
     Cosgrove was an asset manager with Rouse & Associates, where he was
     responsible for managing and leasing Rouse & Associates' industrial real
     estate portfolio. Mr. Cosgrove's professional affiliations include the
     Building Owners and Managers Association (BOMA) and NAIOP.  He is also
     chairperson for Project Mercy's Advisory Board.

DAVID F. DRAFT

     Mr. Draft, 46, has been a Senior Regional Director of the Company for the
     Michigan and Northern Ohio regions since March 1996.  He oversees
     acquisitions, developments, construction, asset management and lease
     negotiations for the several million square foot regional portfolio.  He
     has 24 years experience in real estate brokerage, sales, leasing and asset
     management.  Between 1994 and March 1996, Mr. Draft was Co-Founder and
     Principal of Draft & Gantos Properties, L.L.C., where he was responsible
     for real estate management, construction and development.  From 1990 to
     1994, Mr. Draft was Director of Development and Operations for Robert
     Grooters Development Company where he was responsible for land
     acquisitions, development project planning, financing and construction of
     industrial property.  From 1977 to 1990, he was with First Real Estate,
     Inc. serving in the capacity of chief


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     operating officer.  Mr. Draft is a licensed real estate broker and a
     member of the National Association of Realtors and the Michigan
     Association of Realtors.

TIMOTHY GALLAGHER

     Mr. Gallagher, 47, has been a Senior Regional Director of the Company for
     the Midwest region, which includes Chicago, St. Louis, Des Moines and
     Milwaukee, since April 1997. He oversees acquisitions, sales,
     construction, asset management and lease negotiations for a several
     million square foot regional portfolio.  Mr. Gallagher has 24 years of
     corporate experience and has been involved in industrial real estate
     leasing, buying, selling, development and tenant representation for the
     last 18 years of his career.  Prior to joining the Company, Mr. Gallagher
     was Executive Vice President and a Principal and Director of Hiffman
     Shaffer Associates, Inc., from 1994 to April 1997.  From 1985 to 1994, he
     was President of Darwin Realty and Development Corp.  Mr. Gallagher is a
     past member of the Board of Directors of the Association of Industrial
     Real Estate Brokers and is an active member of the Society of Industrial
     and Office Realtors.

DUANE H. LUND

     Mr. Lund, 34, has been a Senior Regional Director of the Company since
     April 1994 and is responsible for the Minneapolis, St. Paul, Denver,
     Phoenix and Salt Lake City regions.  In 1989, he joined The Shidler
     Group's Minneapolis office, where he was involved in coordinating the
     underwriting and due diligence for the acquisition of several hundred
     million dollars of commercial property.  In 1991 and 1992, Mr. Lund served
     as Senior Vice President of Asset Management, where he oversaw the
     management and leasing of a real estate portfolio of three million square
     feet located in four states.  Prior to joining The Shidler Group's
     Minneapolis office, Mr. Lund was a tax consultant with Peat Marwick Main &
     Company from 1986 to 1988.  He is a certified public accountant. His
     professional affiliations include NAREIT, NAIOP, the Minneapolis Area
     Association of Realtors and the Urban Land Institute.  He is also on the
     Board of Directors of the Wisconsin Real Estate Alumni Association and the
     KPMG Peat Marwick Alumni Association, and serves on advisory boards for
     the Minnesota Real Estate Journal and Midwest Real Estate News.

PETER F. MURPHY

     Mr. Murphy, 32, has been a Senior Regional Director of the Company for
     Indiana and Ohio since March 1996.  Between 1991 and March 1996, Mr.
     Murphy was a Vice President of First Highland Management and Development
     Corporation where he was responsible for the acquisition, development,
     management and leasing activities for a portfolio of properties consisting
     of several million square feet in Indiana and Ohio.  Mr. Murphy is a
     member of the Indianapolis Economic Development Commission.


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SCOTT P. SEALY, SR.

     Mr. Sealy, 51, has been a Senior Regional Director of the Company for
     Texas, Louisiana, Oklahoma, Mississippi and Florida since December 1997.
     In 1968,  Mr. Sealy joined The Sealy Companies where, serving in several
     capacities, including Chairman of the Board and President from 1990 to
     1997, he was responsible for The Sealy Companies' real estate portfolio
     management, financial management and selling and leasing activities.  Mr.
     Sealy has been active with the Shreveport Chamber of Commerce, the Greater
     Shreveport Economic Development Foundation and the Louisiana Realtor
     Association and is a member of the Board of Directors of Industrial and
     Office Realtors.

DONALD C. THOMPSON

     Mr. Thompson, 54, has been a Senior Regional Director of the Company for
     the Tampa Bay area, Orlando and Southwest Florida since December 1997.  In
     1980, Mr. Thompson founded Thompson-Rubin Associates (predecessor to
     Thompson-Kirk Properties), where, serving as Managing General Partner, he
     was responsible for real estate design, development, building, leasing,
     management and acquisition in the Southeastern United States.  Mr.
     Thompson is a member of the Committee of 100 of the Greater Tampa Chamber
     of Commerce and NAIOP.


THE BOARD OF DIRECTORS AND ITS COMMITTEES

     The Company is currently managed by a nine member Board of Directors, a
majority of whom are independent of both The Shidler Group and the Company's
management.  The current independent directors are Messrs. Lesher, Wilson,
Lynch, Rau and Slater.  Pursuant to the terms of the Company's Articles, the
directors are divided into three classes. Class I directors hold office for a
term expiring at this Annual Meeting.  Class II directors hold office for a
term expiring at the Annual Meeting of Stockholders to be held in 1999.  Class
III directors hold office for a term expiring at the Annual Meeting of
Stockholders to be held in 2000.  Each director will hold office for the term
to which he is elected and until his successor is duly elected and qualified.
At each Annual Meeting of Stockholders, the successors to the class of
directors whose terms expire at that meeting will be elected to hold office for
a term continuing until the annual meeting of stockholders held in the third
year following the year of their election and the election and qualification of
their successors.

     The Board of Directors held seven meetings during the fiscal year of 1997.
Each of the directors attended at least 75% of the total number of meetings of
the Board of Directors and of the respective committees of the Board of
Directors of which he was a member.

     The Board of Directors has appointed an Audit Committee, a Compensation
Committee, an Investment Committee and a Nominating Committee.

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     Audit Committee.  The Audit Committee, which consists of Messrs. Rau,
Lynch and Wilson, makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the plans and results of the audit engagement, approves professional services
provided by the independent public accountants, reviews the independence of the
independent public accountants, considers the range of audit and non-audit fees
and reviews the adequacy of the Company's internal accounting controls.  The
Audit Committee met two times in 1997.

     Compensation Committee.  The Compensation Committee, which consists of
Messrs. Slater and Lesher, makes recommendations and exercises all powers of
the Board of Directors in connection with certain compensation matters,
including incentive compensation and benefit plans.  The Compensation Committee
administers, and has authority to grant awards under, the First Industrial
Realty Trust, Inc. 1994 Stock Incentive Plan (the "1994 Stock Plan"), the First
Industrial Realty Trust, Inc. 1997 Stock Incentive Plan (the "1997 Stock Plan")
and the First Industrial Realty Trust, Inc. Deferred Income Plan (the "Deferred
Income Plan").  The Compensation Committee met six times in 1997.

     Investment Committee.  The Investment Committee, which consists of Messrs.
Shidler, Tomasz, Brennan and Damone, provides oversight and discipline to the
acquisition and new investment process.  New investment opportunities are
described in written reports based on detailed research and analyses in a
standardized format applying appropriate underwriting criteria.  The Investment
Committee meets with the Company's acquisition personnel, reviews each
submission thoroughly and approves acquisitions and development projects having
a total investment of less than $30 million.  The Investment Committee makes a
formal recommendation to the Board of Directors for all acquisitions and
development projects with a total investment in excess of $30 million.  The
Investment Committee met 18 times during 1997.

     Nominating Committee.  The Nominating Committee proposes individuals for
election as directors at the Annual Meeting of Stockholders of the Company and
in connection with any vacancy that may develop on the Board of Directors.  The
Board of Directors, in turn, as a whole by a majority vote either approves all
of the nominations so proposed by the Nominating Committee or rejects all of
the nominations in whole, but not in part.  In the event that the Board of
Directors as a whole by a majority vote rejects the proposed nominations, the
Nominating Committee develops a new proposal.  The Nominating Committee will
consider nominees recommended by stockholders of the Company.  Such
recommendations shall be submitted in writing to the Secretary of the Company.
The membership of the Nominating Committee consists of a total of four
directors which includes (i) the Chairman of the Board of the Company, (ii) the
President of the Company, and (iii) two other directors selected by the entire
Board of Directors of the Company from among those directors who are not
officers of the Company and whose term is not expiring in the calendar year
that the Nominating Committee is making its proposal.  The Nominating Committee
that made the proposals approved by the Board of Directors and set forth in
this Proxy Statement consisted of Messrs. Shidler, Tomasz, Rau


                                       11



<PAGE>   13



and Slater.  The Nominating Committee met once in March 1998 to determine its
nominations for this Proxy Statement.

DIRECTOR COMPENSATION

     Directors of the Company who are also employees receive no additional
compensation for their services as a director.  Non-employee directors of the
Company receive an annual director's fee equivalent in value to $20,000.  At
least 50% of the value of such fee must be taken in the form of Restricted
Stock.  Each non-employee director also receives $1,000 for each regular
quarterly meeting of the Board of Directors attended, $1,000 for each special
meeting of the Board attended, $1,000 for each substantive special telephonic
Board meeting participated in and $1,000 for each committee meeting attended.
Following the Annual Meeting of Stockholders held in 1997, each of the
Company's non-employee directors received options under the 1997 Stock Plan to
purchase 10,000 shares at the market price of the shares on the date of grant.
Such options granted to non-employee directors vest one year after the date of
grant.  Following this Annual Meeting the Company intends to grant 10,000
options under the 1997 Stock Plan to each of the Company's non-employee
directors.  Such options will be granted at the market price of the shares on
the date of grant and will vest one year after the date of grant.

                             EXECUTIVE COMPENSATION

     The following table sets forth the aggregate compensation, including cash
compensation and option awards, paid by the Company with respect to the fiscal
years ended December 31, 1995, 1996 and 1997 to the Company's Chief Executive
Officer and the five other most highly compensated executive officers of the
Company (the "Named Executive Officers").

                                       12







<PAGE>   14



                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                      Long Term
                                                                     Compensation
                                                                                   Shares        All Other
Name and                         Annual                 Restricted Stock         Underlying     Compensation
Principal Position        Year  Salary($)  Bonus($)(1)  Awards($)(2)             Options(#)       ($)(5)
------------------        ----  ---------  -----------  --------------------  ----------------  ------------
<S>                       <C>   <C>        <C>          <C>                   <C>               <C>
Michael T. Tomasz         1997   $300,000     $450,000              $222,656           300,000(4)      $128,608
President and             1996    250,000      375,000               249,037            90,000(3)        51,136
Chief Executive Officer   1995    200,000      290,000                    --            70,000(3)        11,924

Michael W. Brennan        1997   $225,000     $337,500              $178,125           250,000(4)       $59,112
Chief Operating Officer   1996    190,000      285,000               200,366            65,000(3)        19,148
                          1995    145,000      155,000                    --            30,000(3)         1,717

Michael J. Havala         1997   $195,000     $292,500              $142,500           180,000(4)       $52,511
Chief Financial           1996    175,000      236,241               154,135            44,000(3)        17,529
Officer, Treasurer and    1995    145,000      109,000                    --            30,000(3)         2,032
Secretary

                      
Gary H. Heigl             1997   $185,000     $277,500              $142,500           180,000(4)       $38,157
Senior Vice President,    1996    150,000      184,375               129,115            62,000(3)        10,030
Capital Markets

Johannson L. Yap          1997   $150,000     $300,000              $199,500           225,000(4)       $38,157
Chief Investment Officer  1996    140,000      238,510               144,139            42,500(3)        10,432
                          1995    100,000      100,000                    --            20,000(3)           263

                     
Anthony Muscatello        1997   $165,000     $300,000              $124,688           200,000(4)       $37,489
President of FI           1996    125,000      209,250                89,250            30,000(3)        14,688
Development Services      1995    100,000      125,000                    --            20,000(3)         3,687
Corporation
</TABLE>

                                       13





<PAGE>   15




---------------
(1)  Amounts for 1995 represent bonuses awarded in February 1996 based on
     performance for the year ended December 31, 1995.  Amounts for 1996
     represent bonuses awarded in February 1997 based on performance for the
     year ended December 31, 1996 and include bonus amounts awarded in 1996 in
     conjunction with the Company's profitability incentive plan.  Amounts for
     1997 represent bonuses awarded in February 1998 based on performance for
     the year ended December 31, 1997.
(2)  Amounts for 1996 represent restricted Common Stock awarded (but not
     issued until September 1997) in February 1997 as part of the annual bonus
     with respect to 1996 performance. Amounts for 1997 represent restricted
     Common Stock awarded in February 1998 as part of the annual bonus with
     respect to 1997 performance.  The dollar amount shown is approximately
     equal to the product of the number of shares of restricted Common Stock
     granted multiplied by the closing price of the Common Stock as reported by
     the New York Stock Exchange on the date of grant ($29.75 on February 14,
     1997 for 1996 amounts; $35.625 on February 18, 1998 for 1997 amounts).
     This valuation does not take into account any diminution in value which
     results from the restrictions applicable to such Common Stock.  From and
     after the date of issuance, holders of the restricted Common Stock will be
     entitled to vote such Common Stock and receive dividends at the same rate
     applicable to unrestricted shares of Common Stock; however, with respect
     to the restricted Common Stock awarded from time to time in 1997, but
     issued in September and October 1997, the Named Executive Officers earned
     amounts equal to the dividends that would have been payable if such
     restricted Common Stock had been issued when dividends thereon were first
     payable (such amounts equalled as follows:  Mr. Tomasz - $8,455, Mr.
     Brennan - $6,802, Mr. Havala - $5,232, Mr. Heigl - $8,929, Mr. Yap -
     $4,893 and Mr. Muscatello - $3,030).  The total number of shares, and the
     value, of restricted Common Stock awarded to each Named Executive Officer
     as of December 31, 1997 is as follows:  Mr. Tomasz - 8,371 shares
     ($302,402), Mr. Brennan - 6,735 shares ($243,302), Mr. Havala - 5,181
     shares ($187,164), Mr. Heigl - 8,840 shares ($319,389), Mr. Yap - 4,845
     shares ($175,026) and Mr. Muscatello - 3,000 shares ($108,390).
(3)  Amounts for 1995 represent options granted on July 17, 1995 under the
     1994 Stock Plan at an exercise price equal to $20.25 per share.  These
     options vested in two equal installments on the six-month and first year
     anniversary of the date of grant.  Amounts for 1996 represent (a) an
     aggregate of  98,500 options granted on July 11, 1996 under the 1994 Stock
     Plan at an exercise price equal to $22.75 per share,  (b) an aggregate of
     215,000 options granted to the Named Executive Officers on May 13, 1997
     under the 1994 and 1997 Stock Plans at an exercise price equal to $30.38
     per share and (c) 20,000 options granted to Mr. Heigl on July 10, 1997
     under the 1997 Stock Plan at an exercise price equal to $28.50 per share.
     These options vest in two equal installments on the six-month and first
     year anniversary of the date of grant.
(4)  Amounts for 1997 represent options granted under the 1997 Stock Plan on
     January 2, 1998 at an exercise price equal to $35.8125 per share and which
     vest primarily in accordance with certain performance measures 
     established by the Compensation Committee.
(5)  Includes premiums paid by the Company on term life insurance for the
     benefit of the Named Executive Officers.  Amounts reported for 1996 also
     include benefits accrued on units awarded in 1996 to the Named Executive
     Officers under the Deferred Income Plan.  Generally, amounts accrued under
     the Deferred Income Plan vest in equal quarterly installments over three
     years and are paid out (in cash or Common Stock at the discretion of the
     Compensation Committee) in three annual installments, commencing on the
     January 31st after the date of grant.  Amounts accrued under the Deferred
     Income Plan to each Named Executive Officer in 1996 were used to acquire
     Common Stock having an aggregate value to each such officer as follows: 
     Mr. Tomasz - $34,971, Mr. Brennan - $16,173, Mr. Havala - $14,974, Mr.
     Heigl - $10,030, Mr. Yap - $9,861 and Mr. Muscatello - $10,646.  Amounts
     accrued under the Deferred Income Plan to each Named Executive Officer in
     1997 were used to acquire Common Stock having an aggregate value to each
     such officer as follows:  Mr. Tomasz - $112,443, Mr. Brennan - $56,137,
     Mr. Havala - $49,956, Mr. Heigl - $37,424, Mr. Yap - $37,424 and Mr.      
     Muscatello - $33,303.
        
                                       14



<PAGE>   16



OPTION GRANTS AND EXERCISES

     Option Grants.  The following table sets forth the options granted in 
the fiscal year ended December 31, 1997 to the Named Executive Officers.

                             OPTION GRANTS IN 1997


<TABLE>
<CAPTION>
                                   Individual Grants
                    -------------------------------------------------
                                Percent of
                    Number of  Total Options
                     Options     Granted to    Exercise or                Total Present
                     Granted    Employees in   Base Price   Expiration    Value as of
Name                 (#)(1)      1997 (%)(2)    ($/sh)(3)    Date(s)      Grant Date(4)
----                ----------  ------------  -----------   ----------  ------------------
<S>                 <C>        <C>            <C>           <C>          <C>
Michael T. Tomasz    60,000             12.5       $30.38   5/13/07            $163,800
Michael W. Brennan   45,000              9.4        30.38   5/13/07             122,850
Michael J. Havala    30,000              6.2        30.38   5/13/07              81,900
Gary  H. Heigl       50,000             10.4          (5)     (5)                   (5)
Johannson L. Yap     30,000              6.2        30.38   5/13/07              81,900
Anthony Muscatello   20,000              4.2        30.38   5/13/07              54,600
</TABLE>
---------------
(1)  Represents an aggregate of 215,000 options granted on May 13, 1997 to the
     Named Executive Officers and an additional 20,000 options granted to Mr.
     Heigl on July 10, 1997.  Of such options, 90,000 were granted under the
     1994 Stock Plan and the balance were granted under the 1997 Stock Plan.
     All of such options vest in two equal installments on the six-month and
     first year anniversary of the date of grant.
(2)  Percentages do not take into account 60,000 options in the aggregate
     granted to non-employee Directors of the Company.
(3)  The $30.38 exercise price reported represents the closing price per share
     as reported on the New York Stock Exchange on May 13, 1997.
(4)  Based on the Black-Scholes option pricing model adapted for use in
     valuing stock options.  The actual value, if any, that the named officer
     may receive will depend on the excess of the stock price at the time of
     exercise over the exercise or base price on the date the option is
     exercised.  There is no assurance that the value realized by the named
     officer will be at or near the value estimated by the Black-Scholes model.
     The estimated values under the model are based on certain assumptions,
     such as interest rates, stock price volatility and future dividend yields.
(5)  Mr. Heigl received a grant of 30,000 options on May 13, 1997 which expire
     on May 13, 2007, have an exercise price of $30.38 (see footnote 3 above)
     and had a total present value as of the grant date of $81,900.  Mr. Heigl
     received a second grant of 20,000 options on July 10, 1997 which expire on
     July 10, 2007, have an exercise price of $28.50 (representing the closing
     price per share as reported on the New York Stock Exchange on July 10,
     1997) and had a total present value as of the grant date of $48,200.

                                       15




<PAGE>   17



     Option Exercises and Year-End Holdings. No options were exercised in 1997
by the Named Executive Officers.  During such period an aggregate of 142,000
vested options were converted into restricted Common Stock by certain of the
Named Executive Officers.  The following table sets forth the value of options
held at the end of 1997 by the Named Executive Officers.

                AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
                     AND FISCAL YEAR-END 1997 OPTION VALUES


<TABLE>
<CAPTION>
                                                     Number of Securities Underlying       Value of Unexercised
                                                          Unexercised Options             In-the-Money Options at
                          Shares                          at Fiscal Year-End (#)            December 31, 1997(2)
                         Acquired on      Value      ------------------------------    ----------------------------
Name                   Exercise(#)(1)  Realized ($)  Exercisable      Unexercisable    Exercisable    Unexercisable
----                   --------------  ------------  ------------------------------    ----------------------------
<S>                    <C>             <C>           <C>              <C>               <C>                <C>
Michael T. Tomasz            0             0               212,000       30,000            $2,607,410      $172,500
Michael W. Brennan           0             0                97,500       22,500             1,140,375       129,375
Michael J. Havala            0             0               102,000       15,000             1,244,310        86,250
Gary H. Heigl                0             0                47,000       15,000               399,410        86,250
Johannson L. Yap             0             0                67,500       15,000               791,200        86,250
Anthony Muscatello           0             0                70,000       10,000               887,800        57,500
</TABLE>

(1)  No options were exercised in 1997 by the Named Executive Officers.
     During such period, certain of the Named Executive Officers converted an
     aggregate of 142,000 vested options into restricted Common Stock. The
     number of shares of restricted Common Stock received by each Named
     Executive Officer in 1997  as a result of such conversion were as follows:
     Mr. Tomasz - 17,220, Mr. Brennan - 15,212, Mr. Havala - 10,786 and Mr.
     Yap - 4,451.
(2)  Based on the closing price per share of Common Stock as reported on the New
     York Stock Exchange on December 31, 1997 ($36.13).

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 (as amended, the
"Exchange Act") requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange.
Officers, directors and "greater than ten-percent" stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
so filed.

     Based solely on review of the copies of such forms furnished to the
Company for 1997, all Section 16(a) filing requirements applicable to the
Company's officers, directors and "greater than ten-percent" stockholders were
complied with, except that (i) Michael Damone filed one Form 4 late with
respect to a transaction in April 1997, (ii) Michael Tomasz filed one Form 4
late with respect to a transaction in July 1997 and (iii) each of  Steven
Wilson, John Lesher and Peter Murphy filed one Form 4 late with respect to a
transaction in September 1997.  In April 1998, each of Michael Brennan and
Johannson Yap filed one Form 4 late with respect to transactions in October
1994 and July 1995.




                                    16


<PAGE>   18



EMPLOYMENT AGREEMENTS

     In December 1996, the Company entered into a written employment agreement
with Michael T. Tomasz, its Chief Executive Officer.  The agreement provides
for an initial annual salary of $250,000, subject to annual review by the
Compensation Committee, and an annual bonus at the discretion of the
Compensation Committee.  The agreement provides for an initial term of three
years and subsequent three-year periods unless otherwise terminated; provided,
however, that the agreement will expire on Mr. Tomasz's 70th birthday.  Upon
certain changes in control of the Company or a termination without cause, Mr.
Tomasz is entitled to severance in an amount equal to three times his annual
salary, plus three times his average bonus over the prior three years.  In
addition, upon termination, Mr. Tomasz's options and awards under the 1994
Stock Plan, the 1997 Stock Plan and the Deferred Income Plan will fully vest
and his other benefits will continue for a period of three years.  Severance
amounts payable to Mr. Tomasz upon termination will be reduced if such amounts
become payable after Mr. Tomasz's 67th birthday.  Mr. Tomasz has agreed to a
three-year covenant not to compete after termination.

     In February 1997, the Company entered into a written employment agreement
with Michael W. Brennan, its Chief Operating Officer.  The agreement provides
for an initial annual salary of $195,000, subject to annual review by the
Compensation Committee, and an annual bonus at the discretion of the
Compensation Committee.  The agreement provides for an initial term of two
years and subsequent two year periods unless otherwise terminated; provided,
however, that the agreement will expire on Mr. Brennan's 70th birthday.  Upon
certain changes in control of the Company or a termination without cause, Mr.
Brennan is entitled to severance in an amount equal to two times his annual
salary, plus two times his average bonus over the prior two years.  In
addition, upon termination, Mr. Brennan's options and awards under the 1994
Stock Plan, the 1997 Stock Plan and Deferred Income Plan will fully vest and
his other benefits will continue for a period of two years. Severance amounts
payable to Mr. Brennan upon termination will be reduced if such amounts become
payable after Mr. Brennan's 67th birthday.  Mr. Brennan has agreed to a
two-year covenant not to compete after termination.


STOCK PERFORMANCE GRAPH

     The incorporation by reference of this Proxy Statement into any document
filed with the SEC by the Company shall not be deemed to include the following
performance graph unless such graph is specifically stated to be incorporated
by reference into such document.

     The following graph provides a comparison of the cumulative total
stockholder return among the Company, the Standard & Poor's 500 Index ("S&P
500") and the NAREIT Equity REIT Total Return Index (the "NAREIT Index"), an
industry index of 172 tax-qualified equity REITs (including the Company).  The
comparison is for the period from May 31, 1994 (for the S&P 500 and the NAREIT
Index) and June 23, 1994 (for the Company, the date of the Initial Public
Offering) to December 31,

                                       17




<PAGE>   19



1997 and assumes the reinvestment of any dividends.  The initial price of the
Company's Common Stock shown in the graph below is based upon the price to the
public of $23.50 per share in the Initial Public Offering on June 23, 1994.
The Common Stock of the Company was first listed for quotation on the New York
Stock Exchange on June 24, 1994.  The closing price quoted on the New York
Stock Exchange at the close of business on June 24, 1994 was $23-5/8 per share.
The NAREIT Index includes REITs with 75% or more of their gross invested book
value of assets invested directly or indirectly in the equity ownership of real
estate.  Upon written request, the Company will provide stockholders with a
list of the REITs included in the NAREIT Index.  The historical information set
forth below is not necessarily indicative of future performance.  The following
graph was prepared at the Company's request by Research Holdings Limited, San
Francisco, California.


                     COMPARISON OF CUMULATIVE TOTAL RETURN



                                   [GRAPHIC]



<TABLE>
<CAPTION>
                          Cumulative Total Return
              -----------------------------------------------
              6/24/94  12/31/94  12/31/95  12/31/96  12/31/97
              -----------------------------------------------
<S>           <C>      <C>       <C>       <C>       <C>
Company          $100       $87      $110      $161      $204
S&P 500          $100      $102      $133      $173      $231
NAREIT Index     $100       $96      $106      $150      $180
</TABLE>

                                       18



<PAGE>   20



REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee of the Board of Directors is composed of two of
the Company's independent outside directors, Messrs. Slater and Lesher.  The
Compensation Committee is responsible for administering the policies which
govern the Company's executive compensation.

     Objectives of Executive Compensation.  The Compensation Committee has
designed its compensation policy to provide the proper incentives to management
to maximize the Company's performance in order to serve the best interests of
its stockholders.  As a result, the Compensation Committee intends to focus on
incentive awards, such as stock option grants, restricted stock awards and
deferred income awards (as described below), as opposed to large salary
increases, to emphasize performance related incentive compensation.  The
Compensation Committee currently grants stock option and other incentive awards
under the 1997 Stock Plan and the Deferred Income Plan .

     The bonuses and incentive awards awarded for 1997 performance to the Chief
Executive Officer and the other executive officers were based on the Company's
Funds from Operations ("FFO"), an industry recognized measure of a REIT's
performance, and officer specific performance objectives, such as individual
performance related to same property net operating income growth and investment
goals.

     The Company maintains the philosophy that compensation of its executive
officers and others should be directly and materially linked to operating
performance.  To achieve this linkage, executive compensation is weighted
towards bonuses paid and incentive awards granted on the basis of the Company's
performance. Thus, while annual salary increases are based on personal
performance of the executive officers and general economic conditions, annual
bonuses and incentive award grants are directly tied to the Company's actual
economic performance during the applicable fiscal year.

     Stock options, together with other incentive awards (e.g., restricted
stock), are granted to the executives under the provisions of the 1997 Stock
Plan.  In addition, incentive awards are granted under the Deferred Income
Plan.  Such incentive awards are granted to provide incentive to improve
stockholder value over the long-term and to encourage and facilitate executive
stock ownership.  Stock options are granted at the market price of the Common
Stock at the date of grant to ensure that executives can only be rewarded for
appreciation in the price of the Common Stock when the Company's stockholders
are similarly benefitted. The Compensation Committee determines those
executives who will receive incentive award grants and the size of such awards.

     Compensation Committee Procedures.  The Compensation Committee will
annually evaluate the personal performance of the Chief Executive Officer and
the other executive officers of the




                                       19


<PAGE>   21



Company, as well as the Company's performance.  In setting the salary levels
for compensation, the Compensation Committee compares the total annual
compensation and stock ownership of the Chief Executive Officer and the other
executive officers to the executive compensation of executive officers of other
publicly-held REITs.  Personal performance can include such qualitative factors
as organizational and management development exhibited from year to year.
Generally the Compensation Committee will meet prior to the beginning of each
fiscal year to establish base salary and performance targets for the upcoming
year and will meet again at the beginning of each year to review performance
and approve incentive awards for the preceding fiscal year.

     Section 162(m) of the Internal Revenue Code of 1986, as amended, limits
the deductibility on the Company's tax return of compensation over $1 million
to any of the named executive officers of the Company unless, in general, the
compensation is paid pursuant to a plan which is performance-related,
non-discretionary and has been approved by the Company's stockholders.  The
Compensation Committee's policy with respect to Section 162(m) is to make
reasonable efforts to ensure that compensation is deductible to the extent
permitted while simultaneously providing Company executives with appropriate
rewards for their performance.

     The Compensation Committee believes that it has designed and implemented a
compensation structure which provides appropriate awards and incentives for the
Company's executive officers as they work to sustain and improve the Company's
overall performance.

     Submitted by the Compensation Committee:

                Robert J. Slater John L. Lesher


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Compensation Committee consists of Messrs. Slater and Lesher.  Neither
of them has served as an officer of the Company or has any other business
relationship or affiliation with the Company, except his service as a director.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

     On November 19,1997, the Company exercised an option that was granted on
March 19, 1996 to purchase a 100,000 square foot bulk warehouse property
located in Indianapolis, Indiana for approximately $3.3 million.  The property
was purchased from Shadeland III Associates Limited Partnership, of which, one
of the Company's Senior Regional Directors was a limited partner.  Management
of the Company believes the terms of this acquisition were as favorable or more
favorable to the Company as could be obtained in an arm's length transaction.

                                       20




<PAGE>   22



     The Company often obtains title insurance coverage for its properties from
Chicago Title Insurance Company ("CTIC").  Mr. Rau, a Director of the Company,
became the President, Chief Executive Officer and a Director of CTIC in 1996.
Management of the Company believes the terms of the title insurance provided by
CTIC to the Company and the premiums therefor are as favorable to the Company
as could be obtained from other title insurance companies.

     In 1997, the Company engaged in two transactions for which CB Commercial
acted as a broker.  The brother of Michael W. Brennan, the Chief Operating
Officer and a Director of the Company, is an employee of CB Commercial and
received a portion of each brokerage commission paid by the Company to CB
Commercial in connection with such transactions.  In one transaction, the
Company sold a property for total consideration of approximately $12.2 million,
of which Mr. Brennan's brother received $13,300.  In the other transaction, the
Company purchased a portfolio of properties for total consideration of
approximately $47.2 million, of which Mr. Brennan's brother received $46,596.

     On April 22, 1993, the Florida Department of Insurance filed a court
petition seeking the appointment of a receiver for the liquidation of
Dependable Insurance Company, Inc. ("Dependable"), a subsidiary of Riverside
Group, Inc., of which Mr. Wilson is the President, Chief Executive Officer and
a director.  The petition was withdrawn on January 11, 1994, pursuant to a
settlement between the Florida Department of Insurance and Dependable.  On
August 23, 1995, 109 Industrial Company LLC commenced proceedings under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Eastern District of New York.  Mr. Jan Burman, a Senior Regional
Director, was the managing member of such entity, which owned three parcels of
improved real estate.  Such entity was successfully reorganized through such
proceedings in December 1996.

     SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     The following table presents information concerning the ownership of
Common Stock of the Company and limited partnership units ("Units") of First
Industrial, L.P. (which generally are exchangeable on a one-for-one basis,
subject to adjustments, for Common Stock) by all directors, the Named Executive
Officers, the directors and executive officers as a group and persons or
entities known to the Company to be beneficial owners of more than 5% of the
Company's Common Stock on March 13, 1998, unless otherwise indicated, based on
representations of officers and directors of the Company and filings received
by the Company on Schedules 13D and 13G or Form 13F under the Exchange Act.

                                       21




<PAGE>   23





<TABLE>
<CAPTION>
                              Common Stock/Units
                                 Beneficially
                                    Owned
                              -------------------
                                          Percent
                              Number     of Class
                              ------     --------
Names and Addresses of
   5% Stockholders
   ---------------
<S>                           <C>        <C>
Cohen & Steers Capital
Management, Inc.(1)
757 Third Avenue
New York, New York  10017...  3,756,600      10.3%

FMR Corp.(2)
82 Devonshire Street
Boston, Massachusetts  02109  2,454,500       6.7%

Glickenhaus & Co.(3)
Six East 43rd Street
New York, New York  10017...  3,694,500      10.1%

Names and Addresses of
Directors and Officers*
-----------------------

Jay H. Shidler(4)...........  1,288,443       3.5%

Michael T. Tomasz(5)........    441,514       1.2%

John L. Lesher(6)...........     32,728         **

Kevin W. Lynch(7)...........     25,746         **

Michael G. Damone(8)........    217,905         **

John Rau(9).................     34,728         **

Robert J. Slater(10)........     18,495         **

J. Steven Wilson(11)........     32,956         **

Michael W. Brennan(12)......    217,454         **

Michael J. Havala(13).......    155,693         **
</TABLE>

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<PAGE>   24




<TABLE>
<CAPTION>
                                         Common Stock/Units
                                            Beneficially
                                               Owned
                                         -------------------
                                                     Percent
                                         Number     of Class
                                         ------     --------
<S>                                      <C>        <C>
Gary H. Heigl(14)......................     77,217     **

Johannson L. Yap(15)...................    115,037     **

Anthony Muscatello(16).................    165,916     **

All directors, Named Executive
 Officers and other executive officers
 as a group (21 persons)(17)...........  3,985,616  10.2%
</TABLE>
-----------------
*    The business address for each of the Directors and executive officers of
     the Company is 311 South Wacker Drive, Suite 4000, Chicago, Illinois
     60606.
**   Less than 1%
(1)  Pursuant to a Schedule 13G dated November 5, 1997 filed by Cohen & Steers
     Capital Management, Inc. ("CSCM"), CSCM has the sole power to dispose of
     all 3,756,600 shares reported, but has the sole power to vote only
     3,316,700 of such shares.
(2)  Pursuant to a Schedule 13G dated February 10, 1998 filed by FMR Corp.,
     FMR Corp. has the sole power to dispose of all 2,454,500 shares reported,
     but has the sole power to vote only 888,600 of such shares.
(3)  Includes 750,700 shares for which Glickenhaus & Co., an investment
     advisor, has no voting power, as reported in a Schedule 13G dated January
     26, 1998.
(4)  Includes 910,660 shares held by Shidler Equities L.P., a Hawaii limited
     partnership owned by Mr. Shidler and Wallette Shidler, 66,984 Units held
     by Mr. Shidler directly, 254,541 Units held by Shidler Equities, L.P.,
     1,223 Units held by Mr. and Mrs. Shidler jointly, and 22,079 Units held by
     Holman/Shidler Investment Corporation.  Also includes 15,000 shares which
     may be acquired by Mr. Shidler  upon the exercise of vested options
     granted under the 1994 Stock Plan at an exercise price of $23,50 per
     share, an additional 7,500 shares which may be acquired upon the exercise
     of vested options granted under the 1994 Stock Plan at an exercise price
     of $18.25 per share, and 10,000 shares which may be acquired upon the
     exercise of options (which will vest in May 1998) granted under the 1997
     Stock Plan at an exercise price of $30.50 per share. Also includes 456
     shares of restricted Common Stock issued under the 1997 Stock Plan.
(5)  Includes 4,000 shares held by a trust for the benefit of Mr. Tomasz's
     spouse and 6,200 shares held by a trust for the benefit of Mr. Tomasz's
     daughters.  A relative of Mr. Tomasz is the sole trustee of each of such
     trusts. Includes 182,000 shares which may be acquired by Mr. Tomasz upon
     the exercise of vested options granted under the 1994 Stock Plan,
     consisting of 117,000 shares at an exercise price of $23.50 per share,
     35,000 shares at an exercise price of $20.25 per share and 30,000 shares
     at an exercise price of $22.75 per share.  Also includes 60,000 shares
     which may be acquired by Mr. Tomasz upon the exercise of vested options
     granted under the 1997 Stock Plan at an exercise price of $30.38.  Also
     includes 25,847 Units.  Also includes 25,591 shares of restricted Common
     Stock issued under the 1997 Stock Plan.

                                       23




<PAGE>   25



(6)  Includes 15,000 shares which may be acquired by Mr. Lesher upon the
     exercise of vested options granted under the 1994 Stock Plan at an
     exercise price of $23.50 per share, an additional 7,500 shares which may
     be acquired upon the exercise of vested options granted under the 1994
     Stock Plan at an exercise price of $18.25 per share, and 10,000 shares
     which may be acquired upon the exercise of options (which will vest in May
     1998) granted under the 1997 Stock Plan at an exercise price of $30.50.
     Also includes 228 shares of restricted Common Stock under the 1997 Stock
     Plan.
(7)  Includes 15,000 shares which may be acquired by Mr. Lynch upon the
     exercise of vested options granted under the 1994 Stock Plan at an
     exercise price of $23.50 per share and 10,000 shares which may be acquired
     upon the exercise of options (which will vest in May 1998) granted under
     the 1997 Stock Plan at an exercise price of $30.50 per share.  Also
     includes 228 shares of restricted Common Stock issued under the 1997 Stock
     Plan.
(8)  Includes 3,000 shares held by a trust for the benefit of Mr. Damone's
     wife.  Also includes 57,500 shares which may be acquired by Mr. Damone
     upon the exercise of vested options granted under the 1994 Stock Plan,
     consisting of 30,000 shares at an exercise price of $23.50 per share,
     20,000 shares at an exercise price of $20.25 per share and 7,500 shares at
     an exercise price of $22.75 per share.  Also includes 10,000 shares which
     may be acquired upon the exercise of vested options granted under the 1997
     Stock Plan at an exercise price of $30.38.  Also includes 144,296 Units.
     Also includes 1,000 shares of restricted Common Stock issued under the
     1997 Stock Plan.
(9)  Includes 15,000 shares which may be acquired by Mr. Rau upon the exercise
     of vested options granted under the 1994 Stock Plan at an exercise price
     of $23.50 per share, an additional 7,500 shares which may be acquired upon
     the exercise of vested options granted under the 1994 Stock Plan at an
     exercise price of $18.25 per share and 10,000 shares which may be acquired
     upon the exercise of options (which will vest in May 1998) granted under
     the 1997 Stock Plan at an exercise price of $30.50 per share.  Also
     includes 228 shares of restricted Common Stock issued under the 1997 Stock
     Plan.
(10) Includes 10,000 shares which may be acquired by Mr. Slater upon the
     exercise of options (which will vest in May 1998) granted under the 1997
     Stock Plan at an exercise price of $30.50 per share. Also includes 7,495
     shares of restricted Common Stock issued under the 1997 Stock Plan.
(11) Includes 15,000 shares which may be acquired by Mr. Wilson upon the
     exercise of vested options granted under the 1994 Stock Plan at an
     exercise price of $23.50 per share, an additional 7,500 shares which may
     be acquired upon the exercise of vested options granted under the 1994
     Stock Plan at an exercise price of $18.25 per share, and 10,000 shares
     which may be acquired upon the exercise of options (which will vest in May
     1998) granted under the 1997 Stock Plan at an exercise price of $30.50 per
     share.  Also includes 456 shares of restricted Common Stock issued under
     the 1997 Stock Plan.
(12) Includes 65,000 shares which may be acquired by Mr. Brennan upon the
     exercise of options granted under the 1994 Stock Plan, consisting of
     30,000 shares at an exercise price of $23.50 per share, 15,000 shares at
     an exercise price of $20.25 per share and 20,000 shares at an exercise
     price of $22.75 per share.  Also includes 45,000 shares which may be
     acquired by Mr. Brennan upon the exercise of options granted under the
     1997 Stock Plan at an exercise price of $30.38.  Also includes 3,806 Units
     and 25,712 shares of restricted Common Stock issued under the 1997 Stock
     Plan.  Does not include 380 shares of Preferred Stock.
(13) Includes 834 shares held in custodial accounts for Mr. Havala's children.
     Also includes 87,000 shares which may be acquired by Mr. Havala upon the
     exercise of options granted under the 1994 Stock Plan, consisting of
     58,000 shares at an exercise price of $23.50 per share, 15,000 shares at
     an exercise price of $20.25 per share

                                       24




<PAGE>   26



     and 14,000 shares of which at an exercise price of $22.75 per share. Also
     includes 30,000 shares which may be acquired by Mr. Havala upon the
     exercise of options granted under the 1997 Stock Plan at an exercise price
     of $30.38.  Also includes 15,967 shares of restricted Common Stock issued
     under the 1997 Stock Plan.  Does not include 500 shares of Preferred Stock.
(14) Includes 12,000 shares which may be acquired by Mr. Heigl upon the
     exercise of vested options granted under the 1994 Stock Plan at an
     exercise price of $22.75 per share.  Also includes 50,000 shares which may
     be acquired upon the exercise of vested options granted under the 1997
     Stock Plan, consisting of 30,000 shares at an exercise price of $30.38 per
     share and 20,000 at an exercise price of $28.50 per share.  Also includes
     8,840 shares of restricted Common Stock issued under the 1997 Stock Plan.
(15) Includes 1,390 shares held in a custodial account for the benefit of Mr.
     Yap's children.  Also includes 52,500 shares which may be acquired by Mr.
     Yap upon the exercise of options granted under the 1994 Stock Plan,
     consisting of 30,000 shares at an exercise price of $23.50 per share,
     10,000 shares at an exercise price of $20.25 per share and 12,500 shares
     at an exercise price of $22.75 per share.  Also includes 30,000 shares
     which may be acquired by Mr. Yap upon the exercise of options granted
     under the 1997 Stock Plan at an exercise price of $30.38.  Also includes
     1,680 Units.  Also includes 9,296 shares of restricted Common Stock to be
     issued under the 1997 Stock Plan.
(16) Includes 60,000 shares which may be acquired by Mr. Muscatello upon the
     exercise of options granted under the 1994 Stock Plan, consisting of
     30,000 shares at an exercise price of $23.50 per share, 20,000 shares at
     an exercise price of $20.25 per share and 10,000 shares at an exercise
     price of $22.75 per share.  Includes 20,000 shares which may be required
     by Mr. Muscatello upon the exercise of options granted under the 1997
     Stock Plan at an exercise price of $30.38.  Also includes 81,654 Units.
     Also includes 3,000 shares of restricted Common Stock issued under the
     1997 Stock Plan.
(17) Includes 692,000 shares in the aggregate which may be acquired by
     directors or executive officers upon the exercise of options granted under
     the 1994 Stock Plan, consisting of 400,000 shares at an exercise price of
     $23.50 per share, 30,000 shares at an exercise price of $18.25 per share,
     135,000 shares at an exercise price of $20.25 per share and 127,000 shares
     at an exercise price of $22.75 per share.  Includes 395,000 shares in the
     aggregate which may be acquired by directors and executive officers upon
     the exercise of options granted under the 1997 Stock Plan, consisting of
     315,000 shares at an exercise price of $30.38, 60,000 shares at an
     exercise price of $30.50 and 20,000 shares at an exercise price of $28.50.
     Also includes 1,567,944 Units.  Also includes 111,248 shares of
     restricted Common Stock issued under the 1997 Stock Plan.  Does not
     include 880 shares of Preferred Stock in the aggregate owned by certain
     executive officers and directors of the Company.

                                 PROPOSAL II

                RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

     The accounting firm of Coopers & Lybrand L.L.P. has served as the
Company's independent auditors since the Company's formation in August 1993.
On March 5, 1998, the Board of Directors voted to appoint Coopers & Lybrand
L.L.P. as the Company's independent auditors for the current fiscal year.  A
representative of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting, will

                                       25




<PAGE>   27



be given the opportunity to make a statement if he or she so desires and will
be available to respond to appropriate questions.

     THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S
INDEPENDENT AUDITORS FOR FISCAL 1998.
     
                                 OTHER MATTERS

SOLICITATION OF PROXIES

     The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company.  In addition to the solicitation of proxies by mail, the
directors, officers and employees of the Company may also solicit proxies
personally or by telephone without additional compensation for such activities.
The Company will also request persons, firms and corporations holding shares
in their names or in the names of their nominees, which are beneficially owned
by others, to send proxy materials to and obtain proxies from such beneficial
owners.  The Company will reimburse such holders for their reasonable expenses

STOCKHOLDER PROPOSALS

     Stockholder proposals intended to be presented at the 1999 Annual Meeting
of Stockholders must be received by the Secretary of the Company no later than
December 11, 1998, in order to be considered for inclusion in the proxy
statement and on the proxy card that will be solicited by the Board of
Directors in connection with the 1999 Annual Meeting of Stockholders.

     In addition, the Bylaws of the Company provide that in order for a
stockholder to nominate a candidate for election as a director at an annual
meeting or propose business for consideration at such annual meeting, notice
must generally be given to the Secretary of the Company not more than 180 days
nor less than 75 days prior to the first anniversary of the preceding year's
annual meeting.  The fact that the Company may not insist upon compliance with
these requirements should not be construed as a waiver by the Company of its
right to do so at any time in the future.

OTHER MATTERS

     The Board of Directors does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting.  If other matters are presented, it is the intention of the
persons named as proxies in the accompanying Proxy Card to vote in their
discretion all shares represented by validly executed proxies.

                                       26




<PAGE>   28



     REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY.  PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY
CARD TODAY.

                                       27