##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30,
    2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to       Commission file number 1-13102
      First Industrial Realty Trust,
    Inc.
 (Exact Name of Registrant as
    Specified in its Charter)
  Maryland(State or Other Jurisdiction
    of
    Incorporation or Organization)

36-3935116(I.R.S. Employer
    Identification No.)    311 S. Wacker Drive, Suite 3900, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants Telephone
    number, including area code)
   þ o
   Regulation S-T o o
   12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o    Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  Form 10-Q
  For the
    Period Ended June 30, 2010
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.

Financial Statements


2Consolidated Balance Sheets as of June 30,
    2010 and December 31, 2009


2Consolidated Statements of Operations for the
    Three and Six Months Ended June 30, 2010 and June 30,
    2009


3Consolidated Statements of Comprehensive Income
    for the Three and Six Months Ended June 30, 2010 and
    June 30, 2009


4Consolidated Statement of Changes in
    Stockholders Equity for the Six Months Ended June 30,
    2010


5Consolidated Statements of Cash Flows for the Six
    Months Ended June 30, 2010 and June 30, 2009


6Notes to Consolidated Financial Statements


7Item 2.

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


24Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


39Item 4.

Controls and Procedures


39PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


40Item 1A.

Risk Factors


40Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


41Item 3.

Defaults Upon Senior Securities


41Item 4.

(Removed and Reserved)


41Item 5.

Other Information


41Item 6.

Exhibits


42SIGNATURE


43EXHIBIT INDEX


44EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



PART I:
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED BALANCE SHEETS
   June 30,


December 31,2010


2009(Unaudited)(In thousandsexcept share andper share data)ASSETSAssets:Investment in Real Estate:Land

$
743,171


$
751,479Buildings and Improvements


2,561,491



2,543,573Construction in Progress


12,616



24,712Less: Accumulated Depreciation


(632,426
)


(594,895
)Net Investment in Real Estate


2,684,852



2,724,869Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $1,194 and $3,341 at June 30, 2010 and
    December 31, 2009, respectively


4,667



37,305Cash and Cash Equivalents


86,199



182,943Restricted Cash


181



102Tenant Accounts Receivable, Net


3,130



2,243Investments in Joint Ventures


4,866



8,788Deferred Rent Receivable, Net


43,788



39,220Deferred Financing Costs, Net


14,178



15,333Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $44,933 and $43,201 at June 30, 2010 and December 31,
    2009, respectively


54,405



60,160Prepaid Expenses and Other Assets, Net


133,235



133,623Total Assets

$
3,029,501


$
3,204,586LIABILITIES AND EQUITYLiabilities:Indebtedness:Mortgage and Other Loans Payable, Net

$
452,790


$
402,974Senior Unsecured Debt, Net


912,147



1,140,114Unsecured Line of Credit


496,472



455,244Accounts Payable, Accrued Expenses and Other Liabilities, Net


74,602



81,136Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $14,649 and $14,371 at June 30, 2010 and December 31,
    2009, respectively


22,378



24,754Rents Received in Advance and Security Deposits


26,628



26,117Total Liabilities


1,985,017



2,130,339Commitments and Contingencies






Equity:First Industrial Realty Trust, Inc.s Stockholders
    Equity:Preferred Stock ($0.01 par value, 10,000,000 shares
    authorized, 500, 250, 600 and 200 shares of Series F,
    G, J and K Cumulative Preferred Stock, respectively, issued and
    outstanding at June 30, 2010 and December 31, 2009,
    having a liquidation preference of $100,000 per share ($50,000),
    $100,000 per share ($25,000), $250,000 per share ($150,000) and
    $250,000 per share ($50,000), respectively)






Common Stock ($0.01 par value, 100,000,000 shares
    authorized, 68,131,158 and 66,169,328 shares issued and
    63,807,044 and 61,845,214 shares outstanding at
    June 30, 2010 and December 31, 2009, respectively)


681



662Treasury Shares at Cost (4,324,114 shares at June 30,
    2010 and December 31, 2009)


(140,018
)


(140,018
)Additional
    Paid-in-Capital


1,565,390



1,551,218Distributions in Excess of Accumulated Earnings


(424,414
)


(384,013
)Accumulated Other Comprehensive Loss


(17,552
)


(18,408
)Total First Industrial Realty Trust, Inc.s
    Stockholders Equity


984,087



1,009,441Noncontrolling Interest


60,397



64,806Total Equity


1,044,484



1,074,247Total Liabilities and Equity

$
3,029,501


$
3,204,586    2




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009(Unaudited)(In thousands except per share data)Revenues:Rental Income

$
65,496


$
66,333


$
131,498


$
134,021Tenant Recoveries and Other Income


22,025



21,897



45,355



46,695Construction Revenues






18,318



270



36,749Total Revenues


87,521



106,548



177,123



217,465Expenses:Property Expenses


28,974



30,362



61,517



63,274General and Administrative


7,375



11,641



16,292



21,750Restructuring Costs


947



72



1,211



4,816Impairment of Real Estate










9,155



Depreciation and Other Amortization


35,637



36,208



69,935



74,362Construction Expenses






17,789



209



35,672Total Expenses


72,933



96,072



158,319



199,874Other Income/(Expense):Interest Income


1,008



721



2,083



1,282Interest Expense


(25,637
)


(29,391
)


(53,332
)


(57,489
)Amortization of Deferred Financing Costs


(793
)


(754
)


(1,614
)


(1,462
)Mark-to-Market
    (Loss) Gain on Interest Rate Protection Agreements


(1,324
)


2,301



(1,458
)


3,416(Loss) Gain from Early Retirement of Debt


(4,320
)


3,986



(3,965
)


3,986Foreign Currency Exchange Loss, Net


(190
)






(190
)


Total Other Income/(Expense)


(31,256
)


(23,137
)


(58,476
)


(50,267
)Loss from Continuing Operations Before Equity in Income of Joint
    Ventures and Income Tax (Provision) Benefit


(16,668
)


(12,661
)


(39,672
)


(32,676
)Equity in Income of Joint Ventures


582



1,551



123



1,580Income Tax (Provision) Benefit


(2,511
)


2,635



(2,636
)


4,471Loss from Continuing Operations


(18,597
)


(8,475
)


(42,185
)


(26,625
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $3,610 and $3,907 for the Three Months Ended
    June 30, 2010 and June 30, 2009, respectively, and
    $7,619 and $8,320 for the Six Months Ended June 30, 2010
    and June 30, 2009, respectively)


3,488



4,736



7,574



9,843(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $0 and $34 allocable to Gain on Sale of
    Real Estate for the Three Months Ended June 30, 2010 and
    June 30, 2009, respectively, and $0 and $128 for the Six
    Months Ended June 30, 2010 and June 30, 2009,
    respectively)






(72
)






14Loss Before Gain on Sale of Real Estate


(15,109
)


(3,811
)


(34,611
)


(16,768
)Gain on Sale of Real Estate










1,072



460Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate










(380
)


(29
)Net Loss


(15,109
)


(3,811
)


(33,919
)


(16,337
)Less: Net Loss Attributable to the Noncontrolling Interest


1,561



925



3,457



2,907Net Loss Attributable to First Industrial Realty Trust,
    Inc.


(13,548
)


(2,886
)


(30,462
)


(13,430
)Less: Preferred Stock Dividends


(4,979
)


(4,824
)


(9,939
)


(9,681
)Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders and Participating Securities

$
(18,527
)

$
(7,710
)

$
(40,401
)

$
(23,111
)Basic and Diluted Earnings Per Share:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.35
)

$
(0.27
)

$
(0.76
)

$
(0.72
)Income From Discontinued Operations Attributable to First
    Industrial Realty Trust, Inc.s Common Stockholders

$
0.05


$
0.09


$
0.11


$
0.20Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(0.29
)

$
(0.17
)

$
(0.65
)

$
(0.52
)Weighted Average Shares Outstanding, Basic and Diluted


62,838



44,439



62,320



44,294    3




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME
  Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009(Unaudited)(In thousands)Net Loss

$
(15,109
)

$
(3,811
)

$
(33,919
)

$
(16,337
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $0 and $216 for the Three Months Ended
    June 30, 2010 and June 30, 2009, respectively, and
    $414 and $241 for the Six Months Ended June 30, 2010 and
    June 30, 2009, respectively


(20
)


1,179



(587
)


(1,036
)Amortization of Interest Rate Protection Agreements


523



38



1,028



(168
)Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements


(13
)


(63
)


(158
)


(63
)Foreign Currency Translation Adjustment, Net of Tax
    Benefit(Provision) of $166 and $(1,429) for the Three Months
    Ended June 30, 2010 and June 30, 2009, respectively,
    and $634 and $(926) for the Six Months Ended June 30, 2010
    and June 30, 2009, respectively


14



892



702



449Comprehensive Loss


(14,605
)


(1,765
)


(32,934
)


(17,155
)Comprehensive Loss Attributable to Noncontrolling Interest


1,521



582



3,379



2,681Comprehensive Loss Attributable to First Industrial Realty
    Trust, Inc.

$
(13,084
)

$
(1,183
)

$
(29,555
)

$
(14,474
)    4




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENT OF CHANGES IN
    STOCKHOLDERS EQUITY
  AccumulatedTreasury


Distributions


OtherCommon


Additional


Shares


in Excess of


Comprehensive


NoncontrollingStock


Paid-in Capital


At Cost


Earnings


Loss


Interest


TotalBalance as of December 31, 2009

$
662


$
1,551,218


$
(140,018
)

$
(384,013
)

$
(18,408
)

$
64,806


$
1,074,247Issuance of Common Stock, Net of Issuance Costs


14



10,276



















10,290Stock Based Compensation Activity


5



2,815



















2,820Conversion of Units to Common Stock






289















(289
)


Reallocation  Additional Paid in Capital






792















(792
)


Dividends














(9,939
)










(9,939
)Comprehensive Loss:Net Loss














(30,462
)






(3,457
)


(33,919
)Reallocation  Other Comprehensive Loss


















(52
)


52



Other Comprehensive Loss


















908



77



985Total Comprehensive Loss


























(32,934
)Balance as of June 30, 2010

$
681


$
1,565,390


$
(140,018
)

$
(424,414
)

$
(17,552
)

$
60,397


$
1,044,484    5




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
  Six Months


Six MonthsEnded


EndedJune 30,


June 30,2010


2009(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(33,919
)

$
(16,337
)Adjustments to Reconcile Net Loss to Net Cash Provided by
    Operating Activities:Depreciation


53,724



56,627Amortization of Deferred Financing Costs


1,614



1,462Other Amortization


20,991



28,733Impairment of Real Estate


9,155



Provision for Bad Debt


774



2,003Mark-to-Market
    Loss (Gain) on Interest Rate Protection Agreements


1,458



(3,416
)Loss (Gain) from Early Retirement of Debt


3,965



(3,986
)Payments of Premiums and Discounts Associated with Senior
    Unsecured Debt


(6,192
)


Operating Distributions Received in Excess of (Less Than) Equity
    in Income of Joint Ventures


1,660



(460
)Gain on Sale of Real Estate


(8,691
)


(8,780
)Increase in Developments for Sale Costs






(14
)(Increase) Decrease in Tenant Accounts Receivable, Prepaid
    Expenses and Other Assets, Net


(1,175
)


18,333Increase in Deferred Rent Receivable


(4,476
)


(3,537
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(7,367
)


(18,967
)(Increase) Decrease in Restricted Cash


(79
)


96Net Cash Provided by Operating Activities


31,442



51,757CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(47,962
)


(47,307
)Net Proceeds from Sales of Investments in Real Estate


52,270



20,097Contributions to and Investments in Joint Ventures


(414
)


(2,721
)Distributions from Joint Ventures


4,484



5,823Repayment of Notes Receivable


976



2,821Increase in Lender Escrows


(1,077
)


Net Cash Provided by (Used in) Investing Activities


8,277



(21,287
)CASH FLOWS FROM FINANCING ACTIVITIES:Debt and Equity Issuance Costs


(954
)


(4,057
)Proceeds from the Issuance of Common Stock


10,341



Repurchase and Retirement of Restricted Stock


(268
)


(722
)Dividends/Distributions






(12,614
)Preferred Stock Dividends


(9,939
)


(10,461
)Payments on Interest Rate Swap Agreement


(228
)


Costs Associated with Early Retirement of Debt


(1,008
)


Proceeds from Origination of Mortgage Loans Payable


54,580



154,180Repayments on Mortgage Loans Payable


(4,454
)


(6,843
)Settlement of Interest Rate Protection Agreements






(7,491
)Repayments of Senior Unsecured Debt


(225,729
)


(136,699
)Proceeds from Unsecured Line of Credit


51,500



46,000Repayments on Unsecured Line of Credit


(10,341
)


Net Cash (Used in) Provided by Financing Activities


(136,500
)


21,293Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


37



17Net (Decrease) Increase in Cash and Cash Equivalents


(96,781
)


51,763Cash and Cash Equivalents, Beginning of Period


182,943



3,182Cash and Cash Equivalents, End of Period

$
86,199


$
54,962    6




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands except share and per share data)
    (Unaudited)
  1.
    Organization
    and Formation of Company          2.
    Current
    Business Risks and Uncertainties     7




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Capital Retention We plan to retain capital
    by distributing the minimum amount of dividends required to
    maintain our REIT status. We have not paid a common stock
    dividend to date in 2010 and may not pay dividends in future
    quarters in 2010 depending on our taxable income. If, to
    maintain our REIT status, we are required to pay common stock
    dividends with respect to 2010, we may elect to do so by
    distributing a combination of cash and common shares. Also, if
    we are not required to pay preferred stock dividends to maintain
    our REIT status, we may elect to suspend some or all preferred
    stock dividends for one or more fiscal quarters, which would aid
    compliance with the fixed charge coverage covenant under our
    Unsecured Line of Credit.
    Mortgage Financing During the six months
    ended June 30, 2010, we originated $54,580 in mortgage
    financings with maturities ranging from February 2015 to July
    2020 and interest rates ranging from 6.50% to 7.40% (see
    Note 6). We believe these mortgage financings comply with
    all covenants contained in our Unsecured Line of Credit and our
    senior debt securities, including coverage ratios and total
    indebtedness, total unsecured indebtedness and total secured
    indebtedness limitations. We continue to engage various lenders
    regarding the origination of additional mortgage financings and
    the terms and conditions thereof. To the extent additional
    mortgage financing is originated, we expect to use proceeds
    received to pay down our other debt. No assurances can be made
    that additional mortgage financing will be obtained.
    Equity Financing During the six months ended
    June 30, 2010, we issued 875,402 shares of the
    Companys common stock, generating $5,970 in net proceeds,
    under the direct stock purchase component of the Companys
    Dividend Reinvestment and Direct Stock Purchase Plan
    (DRIP). During the three months ended June 30,
    2010, we issued 548,704 shares of the Companys common
    stock, generating $4,371 in net proceeds, under the
    Companys
    at-the-market
    equity offering program (ATM) (see Note 7). We
    may opportunistically access the equity markets again, subject
    to contractual restrictions, and may continue to issue shares
    under the ATM or the direct stock purchase component of the
    DRIP. To the extent additional equity offerings occur, we expect
    to use the proceeds received to reduce our indebtedness.
    Asset Sales During the six months ended
    June 30, 2010, we sold five industrial properties and
    several land parcels for gross proceeds of $53,675 (see
    Note 4). We are in various stages of discussions with third
    parties 8




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  for the sale of additional properties in 2010 and plan to
    continue to selectively market other properties for sale
    throughout 2010. We expect to use sales proceeds to pay down
    additional debt. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants.  
    Debt Reduction During the six months ended
    June 30, 2010, we closed on a tender offer in which we
    purchased $72,702 of our senior unsecured debt maturing in 2011
    (the 2011 Notes), $66,236 of our senior unsecured
    debt maturing in 2012 and $21,062 of our senior unsecured debt
    maturing in 2014. In addition, subsequent to the tender offer we
    redeemed and retired the remaining outstanding balance of our
    2011 Notes in the amount of $70,796. We may from time to time
    repay additional amounts of our outstanding debt. Any repayments
    would depend upon prevailing market conditions, our liquidity
    requirements, contractual restrictions and other factors we
    consider important. Future repayments may materially impact our
    liquidity, taxable income and results of operations.    3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-Q Form 10-K, Form 10-K
  Income
    Taxes
  1997-2000)
 9




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1997-2000
  Recent
    Accounting Pronouncements
    4.
    Investment
    in Real Estate  Acquisitions
    Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Six MonthsEndedJune 30,2010In-Place Leases

$
1,782Above Market Leases

$
239Tenant Relationships

$
1,881     Six MonthsEndedJune 30,2010In-Place Leases


100Above Market Leases


88Tenant Relationships


165  10




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sales
    and Discontinued Operations
          Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009Total Revenues

$
120


$
2,319


$
649


$
5,548Property Expenses


(129
)


(653
)


(383
)


(1,847
)Depreciation and Amortization


(113
)


(837
)


(311
)


(2,178
)Gain on Sale of Real Estate


3,610



3,907



7,619



8,320(Provision) Benefit for Income Taxes






(72
)






14Income from Discontinued Operations

$
3,488


$
4,664


$
7,574


$
9,857     Impairment
    Charges
   11




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Investments
    in Joint Ventures and Property Management Services                Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009Contributions

$
189


$
987


$
414


$
2,721Distributions

$
5,042


$
3,905


$
6,267


$
6,943Fees

$
1,974


$
2,840


$
4,041


$
5,558  12




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Indebtedness    EffectiveOutstanding


Interest


InterestBalance at


Rate at


Rate atJune 30,


December 31,


June 30,


June 30,2010


2009


2010


2010


Maturity DateDecember 2010 -Mortgage and Other Loans Payable, Net

$
452,790


$
402,974



5.92% - 9.25%



4.93% -9.25%



July 2020Unamortized Premiums


(716
)


(1,025
)Mortgage and Other Loans Payable, Gross

$
452,074


$
401,949Senior Unsecured Debt, Net2016 Notes

$
159,871


$
159,843



5.750%



5.91%



01/15/162017 Notes


87,191



87,187



7.500%



7.52%



12/01/172027 Notes


13,559



13,559



7.150%



7.11%



05/15/272028 Notes


189,865



189,862



7.600%



8.13%



07/15/282011 Notes






143,447



7.375%



7.39%



03/15/112012 Notes


77,733



143,837



6.875%



6.85%



04/15/122032 Notes


34,659



34,651



7.750%



7.87%



04/15/322014 Notes


86,198



105,253



6.420%



6.54%



06/01/142011 Exchangeable Notes


145,450



144,870



4.625%



5.53%



09/15/112017 II Notes


117,621



117,605



5.950%



6.37%



05/15/17Subtotal

$
912,147


$
1,140,114Unamortized Discounts


8,362



11,191Senior Unsecured Debt, Gross

$
920,509


$
1,151,305Unsecured Line of Credit

$
496,472


$
455,244



1.378%



1.378%



09/28/12     Number of





PropertyIndustrial





CarryingProperties





Value atMortgage

Loan


Interest

Origination

Maturity

Amortization


Collateralizing


GLA


June 30,Financing

Principal


Rate

Date

Date

Period


Mortgage


(In millions)


2010I

$
7,780


7.40%

January 28, 2010

February 5, 2015


25-year



1



0.1


$
9,342II


7,200


7.40%

January 28, 2010

February 5, 2015


25-year



1



0.2



7,601III


4,300


7.40%

February 17, 2010

March 5, 2015


25-year



1



0.2



7,017IV


8,250


7.40%

February 24, 2010

March 5, 2015


25-year



1



0.3



12,352V.1


8,000


6.50%

June 22, 2010

July 10, 2020


25-year



2



0.2



8,922V.2


7,800


6.50%

June 22, 2010

July 10, 2020


25-year



2



0.2



6,732V.3


5,750


6.50%

June 22, 2010

July 10, 2020


25-year



1



0.1



9,410V.4


5,500


6.50%

June 22, 2010

July 10, 2020


25-year



6



0.1



10,032$
54,580




















$
71,408    13




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        PrincipalAmount


PurchaseRepurchased


PriceSenior Unsecured Debt Repurchases2011 Notes

$
72,702


$
72,7012012 Notes


66,236



66,2342014 Notes


21,062



17,964$
160,000


$
156,899Senior Unsecured Debt Redemption2011 Notes

$
70,796


$
75,022     AmountRemainder of 2010

$
16,2512011


158,9952012


598,3142013


7,8652014


208,368Thereafter


879,262Total

$
1,869,055    14




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair
    Value
    June 30, 2010


December 31, 2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable, Net

$
452,790


$
503,155


$
402,974


$
407,706Senior Unsecured Debt, Net


912,147



857,908



1,140,114



960,452Unsecured Line of Credit


496,472



474,983



455,244



422,561Total

$
1,861,409


$
1,836,046


$
1,998,332


$
1,790,719     7.
    Stockholders
    Equity  Shares
    of Common Stock and Noncontrolling Interest:
    at-the-market
 15




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  at-the-market
        June 30,


June 30,2010


2009Noncontrolling Interest, January 1- Beginning of Period

$
64,806


$
122,117Net Loss


(3,457
)


(2,907
)Other Comprehensive Loss


77



226Comprehensive Loss


(3,380
)


(2,681
)Conversion of Units to Common Stock


(289
)


(5,796
)Reallocation  Additional Paid In Capital


(792
)


(36,151
)Reallocation  Other Comprehensive Loss


52



Noncontrolling Interest, June 30  End of Period

$
60,397


$
77,489   Restricted
    Stock:
      Dividend/Distributions:
  (iii) 3-month
 16




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Six Months EndedJune 30, 2010Dividend/Distribution


Totalper Share


DividendSeries F Preferred Stock

$
3,569.82


$
1,784Series G Preferred Stock

$
3,618.00


$
905Series J Preferred Stock

$
9,062.60


$
5,438Series K Preferred Stock

$
9,062.60


$
1,812   8.
    Supplemental
    Information to Statements of Cash Flows    Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009Interest paid, net of capitalized interest

$
54,726


$
56,914Capitalized interest

$



$
281Supplemental schedule of non-cash investing and financing
    activities:Distribution payable on preferred stock

$
452


$
452Exchange of Units for common stock:Noncontrolling interest

$
(289
)

$
(5,796
)Common stock






3Additional
    paid-in-capital


289



5,793$



$
Write-off of fully depreciated assets

$
(26,482
)

$
(27,738
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$



$
11,620  17




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Earnings
    Per Share (EPS)    Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009Numerator:Loss from Continuing Operations, Net of Income Tax

$
(18,597
)

$
(8,475
)

$
(42,185
)

$
(26,625
)Noncontrolling Interest Allocable to Continuing Operations


1,833



1,438



4,109



4,061Gain on Sale of Real Estate, Net of Income Tax










692



431Noncontrolling Interest Allocable to Gain on Sale of Real Estate










(55
)


(48
)Preferred Stock Dividends


(4,979
)


(4,824
)


(9,939
)


(9,681
)Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(21,743
)

$
(11,861
)

$
(47,378
)

$
(31,862
)Income from Discontinued Operations, Net of Income Tax

$
3,488


$
4,664


$
7,574


$
9,857Noncontrolling Interest Allocable to Discontinued Operations


(272
)


(513
)


(597
)


(1,106
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
3,216


$
4,151


$
6,977


$
8,751Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(18,527
)

$
(7,710
)

$
(40,401
)

$
(23,111
)Denominator:Weighted Average Shares  Basic and Diluted


62,838,431



44,438,726



62,320,434



44,293,750Basic and Diluted EPS:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.35
)

$
(0.27
)

$
(0.76
)

$
(0.72
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.s Common Stockholders

$
0.05


$
0.09


$
0.11


$
0.20Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(0.29
)

$
(0.17
)

$
(0.65
)

$
(0.52
)     18




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Allocation of





Allocation ofNet Income





Net IncomeAvailable to





Available toParticipating





ParticipatingSecurities For





Securities ForUnvested Awards


the Three and Six


Unvested Awards


the Three and SixOutstanding at


Months Ended


Outstanding at


Months EndedJune 30,


June 30,


June 30,


June 30,2010


2010


2009


2009Participating Securities:Restricted Stock Awards


723,295







395,686



Restricted Unit Awards










1,053



723,295


$




396,739


$
       Number of


Number ofAwards


AwardsOutstanding At


Outstanding AtJune 30,


June 30,2010


2009Non-Participating Securities:Restricted Unit Awards


1,190,800



1,000,000Options


119,700



141,034     10.
    Restructuring
    Costs  and/or
 19




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Derivatives    Mark-to-Market
      iii) 3-month 30-year Mark-to-Market Mark-to-Market
 20




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value As of


Fair Value As ofNotional





Trade


Maturity


June 30,


December 31,Hedge Product

Amount


Strike


Date


Date


2010


2009Derivatives designated as hedging instruments:Interest Rate Swap Agreement

$
50,000



2.4150
%


March 2008



April 1, 2010



N/A


$
(267
)Derivatives not designated as hedging instruments:Series F Agreement*


50,000



5.2175
%


October 2008



October 1, 2013


$
(1,231
)


93Total Derivatives

$
100,000











Total


$
(1,231
)

$
(174
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of June 30, 2010 and
    December 31, 2009, the outstanding payable was $59 and
    $152, respectively.    Three Months Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,Interest Rate Products

Location on Statement

2010


2009


2010


2009(Loss) Income Recognized in OCI (Effective Portion)

Mark-to-Market on Interest Rate Protection Agreements, Net of
    Income Tax (OCI)

$
(20
)

$
1,179


$
(587
)

$
(1,036
)Amortization Reclassified from OCI into Income (Loss)

Interest Expense

$
(523
)

$
(38
)

$
(1,028
)

$
168Gain Recognized in Income (Unhedged Position)

Mark-to-Market Loss (Gain) on Interest Rate Protection Agreements


N/A


$
1,358



N/A


$
974   Mark-to-Market Mark-to-Market
       21




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements atJune 30, 2010 Using:Quoted Prices inActive Markets for

Significant Other

UnobservableJune 30,

Identical Assets

Observable Inputs

InputsDescription

2010

(Level 1)

(Level 2)

(Level 3)Liabilities:Series F Agreement

$
(1,231
)









$
(1,231
)   Fair Value Measurements atDecember 31, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableDecember 31,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Assets:Series F Agreement

$
93










$
93Liabilities:Interest Rate Swap Agreement

$
(267
)





$
(267
)


     30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning asset balance at December 31, 2009

$
93Mark-to-Market
    of the Series F Agreement


(1,324
)Ending liability balance at June 30, 2010

$
(1,231
)  22




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Commitments
    and Contingencies      13.
    Subsequent
    Events   23




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up higher-than-expected Form 10-K Form 10-K),
  GENERAL
     24




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
       MANAGEMENTS
    OVERVIEW
     25




---



##### Table of Contents



and/or
     26




---



##### Table of Contents



Current
    Business Risks and Uncertainties
        
    Capital Retention We plan to retain capital
    by distributing the minimum amount of dividends required to
    maintain our REIT status. We have not paid a common stock
    dividend to date in 2010 and may not pay dividends in future
    quarters in 2010 depending on our taxable income. If, to
    maintain our REIT status, we are required to pay common stock
    dividends with respect to 2010, we may elect to do so by
    distributing a combination of cash and common shares. Also, if
    we are not required to pay preferred stock dividends to maintain
    our REIT status, we may elect to suspend some or all preferred
    stock dividends for one or more fiscal quarters, which would aid
    compliance with the fixed charge coverage covenant under our
    Unsecured Line of Credit.
    Mortgage Financing During the six months
    ended June 30, 2010, we originated $54.6 million in
    mortgage financings with maturities ranging from February 2015
    to July 2020 and interest rates ranging from 6.50% to 7.40% (see
    Note 6 to the Consolidated Financial Statements). We
    believe these mortgage financings comply with all covenants
    contained in our Unsecured Line of Credit and our senior debt
    securities, including coverage ratios and total indebtedness,
    total unsecured indebtedness and total secured indebtedness
    limitations. We continue to engage various lenders regarding the
    origination of additional mortgage financings and the terms and
    conditions thereof. To the extent additional mortgage financing
    is originated, we expect to use proceeds received to pay down
    our other debt. No assurances can be made that additional
    mortgage financing will be obtained.
    Equity Financing During the six months ended
    June 30, 2010, we issued 875,402 shares of the
    Companys common stock, generating $6.0 million in net
    proceeds, under the direct stock purchase 27




---



##### Table of Contents



component of the Companys Dividend Reinvestment and Direct
    Stock Purchase Plan (DRIP). During the three months
    ended June 30, 2010, we issued 548,704 shares of the
    Companys common stock, generating $4.4 million in net
    proceeds, under the Companys
    at-the-market
    equity offering program (ATM) (see Note 7 to
    the Consolidated Financial Statements). We may opportunistically
    access the equity markets again, subject to contractual
    restrictions, and may continue to issue shares under the ATM or
    the direct stock purchase component of the DRIP. To the extent
    additional equity offerings occur, we expect to use the proceeds
    received to reduce our indebtedness.  
    Asset Sales During the six months ended
    June 30, 2010, we sold five industrial properties and
    several land parcels for gross proceeds of $53.7 million
    (see Note 4 to the Consolidated Financial Statements). We
    are in various stages of discussions with third parties for the
    sale of additional properties in 2010 and plan to continue to
    selectively market other properties for sale throughout 2010. We
    expect to use sales proceeds to pay down additional debt. If we
    are unable to sell properties on an advantageous basis, this may
    impair our liquidity and our ability to meet our financial
    covenants.
    Debt Reduction During the six months ended
    June 30, 2010, we closed on a tender offer in which we
    purchased $72.7 million of our senior unsecured debt
    maturing in 2011 (the 2011 Notes),
    $66.2 million of our senior unsecured debt maturing in 2012
    and $21.1 million of our senior unsecured debt maturing in
    2014. In addition, subsequent to the tender offer we redeemed
    and retired the remaining outstanding balance of our 2011 Notes
    in the amount of $70.8 million. We may from time to time
    repay additional amounts of our outstanding debt. Any repayments
    would depend upon prevailing market conditions, our liquidity
    requirements, contractual restrictions and other factors we
    consider important. Future repayments may materially impact our
    liquidity, taxable income and results of operations.    RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2010 to Six Months Ended
    June 30, 2009
     28




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
164,420


$
168,875


$
(4,455
)


(2.6
)%Acquired Properties


127







127



Sold Properties


629



5,247



(4,618
)


(88.0
)%(Re)Developments and Land, Not Included Above


5,694



3,333



2,361



70.8
%Other


6,632



8,809



(2,177
)


(24.7
)%$
177,502


$
186,264


$
(8,762
)


(4.7
)%Discontinued Operations


(649
)


(5,548
)


4,899



(88.3
)%Subtotal Revenues

$
176,853


$
180,716


$
(3,863
)


(2.1
)%Construction Revenues


270



36,749



(36,479
)


(99.3
)%Total Revenues

$
177,123


$
217,465


$
(40,342
)


(18.6
)%     Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
52,625


$
54,185


$
(1,560
)


(2.9
)%Acquired Properties


21







21



Sold Properties


185



1,599



(1,414
)


(88.4
)%(Re)Developments and Land, Not Included Above


2,052



2,250



(198
)


(8.8
)%Other


7,017



7,087



(70
)


(1.0
)%$
61,900


$
65,121


$
(3,221
)


(4.9
)%Discontinued Operations


(383
)


(1,847
)


1,464



(79.3
)%Total Property Expenses

$
61,517


$
63,274


$
(1,757
)


(2.8
)%Construction Expenses


209



35,672



(35,463
)


(99.4
)%Total Property and Construction Expenses

$
61,726


$
98,946


$
(37,220
)


(37.6
)%    29




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
66,319


$
71,226


$
(4,907
)


(6.9
)%Acquired Properties


105







105



Sold Properties


213



1,991



(1,778
)


(89.3
)%(Re)Developments and Land, Not Included Above and Other


2,582



2,180



402



18.4
%Corporate Furniture, Fixtures and Equipment


1,027



1,143



(116
)


(10.1
)%$
70,246


$
76,540


$
(6,294
)


(8.2
)%Discontinued Operations


(311
)


(2,178
)


1,867



(85.7
)%Total Depreciation and Other Amortization

$
69,935


$
74,362


$
(4,427
)


(6.0
)%      30




---



##### Table of Contents



30-year Mark-to-Market
  Mark-to-Market
            Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009($ in 000s)Total Revenues

$
649


$
5,548Property Expenses


(383
)


(1,847
)Depreciation and Amortization


(311
)


(2,178
)Gain on Sale of Real Estate


7,619



8,320Benefit for Income Taxes






14Income from Discontinued Operations

$
7,574


$
9,857  31




---



##### Table of Contents



Comparison
    of Three Months Ended June 30, 2010 to Three Months Ended
    June 30, 2009
          32




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
81,254


$
82,415


$
(1,161
)


(1.4
)%Acquired Properties


127







127



Sold Properties


114



2,133



(2,019
)


(94.7
)%(Re)Developments and Land, Not Included Above


2,937



1,704



1,233



72.4
%Other


3,209



4,297



(1,088
)


(25.3
)%$
87,641


$
90,549


$
(2,908
)


(3.2
)%Discontinued Operations


(120
)


(2,319
)


2,199



(94.8
)%Subtotal Revenues

$
87,521


$
88,230


$
(709
)


(0.8
)%Construction Revenues






18,318



(18,318
)


(100.0
)%Total Revenues

$
87,521


$
106,548


$
(19,027
)


(17.9
)%     Three Months


Three MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
24,443


$
24,824


$
(381
)


(1.5
)%Acquired Properties


21







21



Sold Properties


65



648



(583
)


(90.0
)%(Re)Developments and Land, Not Included Above


868



1,081



(213
)


(19.7
)%Other


3,706



4,462



(756
)


(16.9
)%$
29,103


$
31,015


$
(1,912
)


(6.2
)%Discontinued Operations


(129
)


(653
)


524



(80.2
)%Total Property Expenses

$
28,974


$
30,362


$
(1,388
)


(4.6
)%Construction Expenses






17,789



(17,789
)


(100.0
)%Total Property and Construction Expenses

$
28,974


$
48,151


$
(19,177
)


(39.8
)%    33




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
33,760


$
34,635


$
(875
)


(2.5
)%Acquired Properties


105







105



Sold Properties


75



758



(683
)


(90.1
)%(Re)Developments and Land, Not Included Above and Other


1,289



1,106



183



16.5
%Corporate Furniture, Fixtures and Equipment


521



546



(25
)


(4.6
)%$
35,750


$
37,045


$
(1,295
)


(3.5
)%Discontinued Operations


(113
)


(837
)


724



(86.5
)%Total Depreciation and Other Amortization

$
35,637


$
36,208


$
(571
)


(1.6
)%           Mark-to-Market Mark-to-Market
   34




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2010


June 30, 2009($ in 000s)Total Revenues

$
120


$
2,319Property Expenses


(129
)


(653
)Depreciation and Amortization


(113
)


(837
)Gain on Sale of Real Estate


3,610



3,907Provision for Income Taxes






(72
)Income from Discontinued Operations

$
3,488


$
4,664       LIQUIDITY
    AND CAPITAL RESOURCES
     35




---



##### Table of Contents



Six
    Months Ended June 30, 2010
       36




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
           37




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
   38




---



##### Table of Contents



PART II:
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors.  Adverse
    changes in our credit ratings could negatively affect our
    liquidity and business operations.
    Failure
    to comply with covenants in our debt agreements could adversely
    affect our financial condition
     39




---



##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    (Removed
    and Reserved)    Item 5.
    Other
    Information   40




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description10
.1

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).
    In accordance with Item 601 of
    Regulation S-K,
    the Company has omitted substantially identical Distribution
    Agreements entered into on May 4, 2010 with each of Wells
    Fargo Securities, LLC, Morgan Keegan & Company, Inc.,
    Piper Jaffray & Co. and Lazard Capital Markets LLC.10
.2

Form of Service Based Bonus Agreement (incorporated by reference
    to Exhibit 10.1 of the
    Form 8-K
    of the Company filed July 7, 2010, File
    No. 1-13102).31
.1*

Certification of the Principal Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith
    
    Indicates a compensatory plan or arrangement contemplated by
    Item 15a(3) of
    Form 10-K. 41




---



##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       42




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1

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).
    In accordance with Item 601 of
    Regulation S-K,
    the Company has omitted substantially identical Distribution
    Agreements entered into on May 4, 2010 with each of Wells
    Fargo Securities, LLC, Morgan Keegan & Company, Inc.,
    Piper Jaffray & Co. and Lazard Capital Markets LLC.10
.2

Form of Service Based Bonus Agreement (incorporated by reference
    to Exhibit 10.1 of the
    Form 8-K
    of the Company filed July 7, 2010, File
    No. 1-13102).31
.1*

Certification of the Principal Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith
    
    Indicates a compensatory plan or arrangement contemplated by
    Item 15a(3) of
    Form 10-K. 43