##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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
    March 31, 2008o

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


36-3935116(State or Other Jurisdiction
    of
    Incorporation or Organization)


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

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  Form 10-Q
  For the
    Period Ended March 31, 2008
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


2Consolidated Balance Sheets as of March 31,
    2008 and December 31, 2007


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2008 and March 31,
    2007


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2008 and
    March 31, 2007


4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2008 and March 31,
    2007


5Notes to Consolidated Financial Statements


6Item 2.


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


18Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


25Item 4.


Controls and Procedures


26PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


27Item 1A.


Risk Factors


27Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


27Item 3.


Defaults Upon Senior Securities


27Item 4.


Submission of Matters to a Vote of Security
    Holders


27Item 5.


Other Information


27Item 6.


Exhibits


27SIGNATURE


28EXHIBIT INDEX


29Amendment No.3 to the 2001 Stock Incentive PlanForm of Employee Restricted Stock Unit Award AgreementCertification of Principal Executive OfficerCertification of Principal Financial OfficerSection 906 Certification of Principal Executive Officer and Principal Financial Officer




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    BALANCE SHEETS  March 31,


December 31,2008


2007(Unaudited)(Dollars in thousands, except share and per share data)ASSETSAssets:Investment in Real Estate:Land

$
648,181


$
655,523Buildings and Improvements


2,555,578



2,599,784Construction in Progress


57,356



70,961Less: Accumulated Depreciation


(493,188
)


(509,981
)Net Investment in Real Estate


2,767,927



2,816,287Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $10,036 and $3,038 at March 31, 2008 and
    December 31, 2007, respectively


48,795



37,875Cash and Cash Equivalents


6,085



5,757Restricted Cash


25,054



24,903Tenant Accounts Receivable, Net


12,068



9,665Investments in Joint Ventures


60,694



57,543Deferred Rent Receivable, Net


30,567



32,665Deferred Financing Costs, Net


14,661



15,373Deferred Leasing Intangibles, Net


85,918



87,019Prepaid Expenses and Other Assets, Net


213,875



170,946Total Assets

$
3,265,644


$
3,258,033LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Mortgage Loans Payable, Net

$
72,612


$
73,550Senior Unsecured Debt, Net


1,551,429



1,550,991Unsecured Line of Credit


348,706



322,129Accounts Payable, Accrued Expenses and Other Liabilities, Net


111,718



146,308Deferred Leasing Intangibles, Net


21,012



22,041Rents Received in Advance and Security Deposits


32,180



31,425Dividends Payable


36,423



37,311Total Liabilities


2,174,080



2,183,755Commitments and Contingencies






Minority Interest


148,968



150,359Stockholders 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 March 31, 2008 and December 31, 2007,
    respectively, 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, 48,623,920 and 47,996,263 shares issued and
    44,299,806 and 43,672,149 shares outstanding at
    March 31, 2008 and December 31, 2007, respectively)


486



480Additional
    Paid-in-Capital


1,358,559



1,354,674Distributions in Excess of Accumulated Earnings


(264,756
)


(281,587
)Accumulated Other Comprehensive Loss


(11,675
)


(9,630
)Treasury Shares at Cost (4,324,114 shares at March 31,
    2008 and December 31, 2007)


(140,018
)


(140,018
)Total Stockholders Equity


942,596



923,919Total Liabilities and Stockholders Equity

$
3,265,644


$
3,258,033    2




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007(Unaudited)(Dollars in thousands, except share and per share data)Revenues:Rental Income

$
70,919


$
62,164Tenant Recoveries and Other Income


27,539



29,381Construction Revenues


22,954



8,247Total Revenues


121,412



99,792Expenses:Property Expenses


34,761



28,557General and Administrative


23,289



22,791Depreciation and Other Amortization


39,152



34,371Construction Expenses


22,301



8,037Total Expenses


119,503



93,756Other Income/Expense:Interest Income


644



260Interest Expense


(28,856
)


(29,901
)Amortization of Deferred Financing Costs


(723
)


(820
)Loss From Early Retirement of Debt






(146
)Total Other Income/Expense


(28,935
)


(30,607
)Loss from Continuing Operations Before Equity in Income of Joint
    Ventures, Income Tax Benefit and Income Allocated to Minority
    Interest


(27,026
)


(24,571
)Equity in Income of Joint Ventures


3,302



5,631Income Tax Benefit


2,348



1,916Minority Interest Allocable to Continuing Operations


3,346



2,931Loss from Continuing Operations


(18,030
)


(14,093
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $73,361 and $55,370 for the Three Months Ended
    March 31, 2008 and 2007, respectively)


76,293



64,844Provision for Income Taxes Allocable to Discontinued Operations
    (Including $247 and $10,133 allocable to Gain on Sale of Real
    Estate for the Three Months Ended March 31, 2008 and 2007,
    respectively)


(247
)


(11,227
)Minority Interest Allocable to Discontinued Operations


(9,703
)


(6,788
)Income Before Gain on Sale of Real Estate


48,313



32,736Gain on Sale of Real Estate


7,671



3,574Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(1,591
)


(768
)Minority Interest Allocable to Gain on Sale of Real Estate


(776
)


(355
)Net Income

$
53,617


$
35,187Less: Preferred Stock Dividends


(4,857
)


(5,935
)Net Income Available to Common Stockholders

$
48,760


$
29,252Basic and Diluted Earnings Per Share:Loss from Continuing Operations

$
(0.41
)

$
(0.40
)Income From Discontinued Operations

$
1.54


$
1.05Net Income Available to Common Stockholders

$
1.13


$
0.66Weighted Average Shares Outstanding


42,984



44,410Dividends/Distribution Declared per Common Share Outstanding

$
0.72


$
0.71    3




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007(Unaudited)(Dollars in thousands)Net Income

$
53,617


$
35,187Mark to Market of Interest Rate Protection Agreements, Offset by
    the Tax Benefit


(1,842
)


(142
)Amortization of Interest Rate Protection Agreements


(187
)


(296
)Mark to Market of Available for Sale Mortgage Notes Receivable


328



Foreign Currency Translation Adjustment, Offset by the Tax
    Benefit


(661
)


Other Comprehensive Loss Allocable to Minority Interest


317



14Other Comprehensive Income

$
51,572


$
34,763    4




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007(Unaudited)(Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Income

$
53,617


$
35,187Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Allocation of Income to Minority Interest


7,133



4,212Depreciation


29,040



30,045Amortization of Deferred Financing Costs


723



820Other Amortization


13,576



13,187Provision for Bad Debt


1,147



92Loss on Early Retirement of Debt






146Equity in Income of Joint Ventures


(3,302
)


(5,631
)Distributions from Joint Ventures


3,606



5,808Gain on Sale of Real Estate


(81,032
)


(58,944
)Decrease (Increase) in Developments for Sale Costs


1,517



(5,132
)Increase in Tenant Accounts Receivable and Prepaid Expenses
    and Other Assets, Net


(17,034
)


(1,678
)Increase in Deferred Rent Receivable


(1,995
)


(2,662
)(Decrease) Increase in Accounts Payable and Accrued Expenses and
    Rents
    Received in Advance and Security Deposits


(6,545
)


7,928Decrease (Increase) in Restricted Cash


89



(103
)Net Cash Provided by Operating Activities


540



23,275CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(160,441
)


(196,785
)Net Proceeds from Sales of Investments in Real Estate


175,135



214,302Contributions to and Investments in Joint Ventures


(5,382
)


(4,165
)Distributions from Joint Ventures


974



5,198Funding of Notes Receivable






(8,385
)Repayment of Mortgage Loans Receivable


6,110



8,385(Increase) Decrease in Restricted Cash


(240
)


15,813Net Cash Provided by Investing Activities


16,156



34,363CASH FLOWS FROM FINANCING ACTIVITIES:Net Proceeds from the Issuance of Common Stock


56



174Repurchase of Restricted Stock


(3,348
)


(3,707
)Dividends/Distributions


(36,079
)


(36,613
)Preferred Stock Dividends


(6,089
)


(4,703
)Repayments on Mortgage Loans Payable


(758
)


(21,470
)Debt Issuance Costs and Costs Incurred in Connection with the
    Early Retirement of Debt


(12
)


(155
)Proceeds from Unsecured Line of Credit


216,000



179,000Repayments on Unsecured Line of Credit


(189,000
)


(187,000
)Cash Book Overdraft.


2,901



3,009Net Cash Used in Financing Activities


(16,329
)


(71,465
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


(39
)


Net Increase (Decrease) in Cash and Cash Equivalents


367



(13,827
)Cash and Cash Equivalents, Beginning of Period


5,757



16,135Cash and Cash Equivalents, End of Period

$
6,085


$
2,308    5




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited) 1.
    Organization
    and Formation of Company          2.
    Summary
    of Significant Accounting Policies  Form 10-K
     6




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Construction
    Revenues and Expenses
    Deferred
    Leasing Intangibles
    March 31,


December 31,2008


2007In-Place Leases

$
86,341


$
86,398Less: Accumulated Amortization


(25,891
)


(24,860
)$
60,450


$
61,538Above Market Leases

$
5,965


$
6,440Less: Accumulated Amortization


(2,400
)


(2,519
)$
3,565


$
3,921Tenant Relationships

$
25,677


$
24,970Less: Accumulated Amortization


(3,774
)


(3,410
)$
21,903


$
21,560Total Deferred Leasing Intangibles, Net

$
85,918


$
87,019     March 31,


December 31,2008


2007Below Market Leases

$
31,372


$
31,668Less: Accumulated Amortization


(10,360
)


(9,627
)$
21,012


$
22,041     March 31,


March 31,2008


2007In-Place Leases

$
4,868


$
9,478Above Market Leases

$
61


$
855Tenant Relationships

$
2,299


$
5,574Below Market Leases

$
(524
)

$
(1,846
)  7




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,


March 31,2008


2007In-Place Leases


41



65Above Market Leases


43



107Tenant Relationships


93



84Below Market Leases


35



47     Recent
    Accounting Pronouncements
  No. FAS 157-2, (FSP 157-2). FSP 157-2 FSP 157-2,
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements-an Amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative
    Instruments and Hedging Activities
 8




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Investments
    in Joint Ventures and Property Management Services          Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007Contributions

$
5,082


$
4,165Distributions

$
4,580


$
11,006Fees

$
4,586


$
5,702  9




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    EffectiveOutstanding


Interest

InterestBalance at


Rate at

Rate atMarch 31,


December 31,


March 31,

March 31,2008


2007


2008

2008

Maturity DateJuly 2009 -Mortgage Loans Payable, Net

$
72,612


$
73,550


5.50% - 9.25%

4.58% - 9.25%

September 2024Unamortized Premiums


(2,016
)


(2,196
)Mortgage Loans Payable, Gross

$
70,596


$
71,354Senior Unsecured Debt, Net2016 Notes


199,459



199,442


5.750%

5.91%

01/15/162017 Notes


99,907



99,905


7.500%

7.52%

12/01/172027 Notes


15,056



15,056


7.150%

7.11%

05/15/272028 Notes


199,841



199,838


7.600%

8.13%

07/15/282011 Notes


199,822



199,807


7.375%

7.39%

03/15/112012 Notes


199,442



199,408


6.875%

6.85%

04/15/122032 Notes


49,463



49,457


7.750%

7.87%

04/15/322009 Notes


124,948



124,937


5.250%

4.10%

06/15/092014 Notes


113,861



113,521


6.420%

6.54%

06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%

09/15/112017 II Notes


149,630



149,620


5.950%

6.37%

05/15/17Subtotal

$
1,551,429


$
1,550,991Unamortized Discounts


13,641



14,079Senior Unsecured Debt, Gross

$
1,565,070


$
1,565,070Unsecured Line of Credit

$
348,706


$
322,129


3.535%

3.535%

09/28/12     AmountRemainder of 2008

$
2,3532009


132,9592010


15,4532011


407,2692012


553,065Thereafter


873,273Total

$
1,984,372  10




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Stockholders
    Equity  Shares
    of Common Stock
    Non-Qualified
    Employee Stock Options:
    Restricted
    Stock:
    Dividend/Distributions:
    Three Months EndedMarch 31, 2008Dividend/


TotalDistribution


Dividend/per Share/Unit


DistributionCommon Stock/Operating Partnership Units

$
0.72


$
36,423Series F Preferred Stock

$
1,559.00


$
780Series G Preferred Stock

$
1,809.00


$
452Series J Preferred Stock

$
4,531.30


$
2,719Series K Preferred Stock

$
4,531.30


$
906   6.
    Acquisition
    of Real Estate    7.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations  Accounting for Leases Accounting for the Impairment or Disposal
    of Long-
 11




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Lived Assets.
        Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007Total Revenues

$
7,975


$
24,272Property Expenses


(3,599
)


(7,922
)Depreciation and Amortization


(1,444
)


(6,876
)Gain on Sale of Real Estate


73,361



55,370Provision for Income Taxes


(247
)


(11,227
)Minority Interest


(9,703
)


(6,788
)Income from Discontinued Operations

$
66,343


$
46,829    12




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Supplemental
    Information to Statements of Cash Flows    Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007Interest paid, net of capitalized interest

$
29,677


$
29,144Interest capitalized

$
2,107


$
1,374Supplemental schedule of noncash investing and financing
    activities:Distribution payable on common stock/Units

$
36,423


$
36,867Distribution payable on preferred stock

$



$
5,935Exchange of units for common stock:Minority interest

$
(3,679
)

$
(190
)Common stock


2



Additional
    paid-in-capital


3,677



190$



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

$
(251
)

$
(4,617
)Mortgage debt

$



$
(38,590
)Write-off of fully depreciated assets

$
(17,614
)

$
(10,200
)In conjunction with certain property sales, the Company provided
    seller financing:Mortgage notes receivable

$
40,282


$
5,250  13




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007Numerator:Loss from Continuing Operations

$
(18,030
)

$
(14,093
)Gain on Sale of Real Estate, Net of Minority Interest and Income
    Taxes


5,304



2,451Less: Preferred Stock Dividends


(4,857
)


(5,935
)Loss from Continuing Operations Available to Common
    Stockholders, Net of Minority Interest and Income
    Taxes  For Basic and Diluted EPS


(17,583
)


(17,577
)Discontinued Operations, Net of Minority Interest and Income
    Taxes


66,343



46,829Net Income Available to Common Stockholders  For
    Basic and Diluted EPS

$
48,760


$
29,252Denominator:Weighted Average Shares  Basic and Diluted


42,983,912



44,410,247Basic and Diluted EPS:Loss from Continuing Operations Available to Common
    Stockholders, Net of Minority Interest and Income Taxes

$
(0.41
)

$
(0.40
)Discontinued Operations, Net of Minority Interest and Income
    Taxes

$
1.54


$
1.05Net Income Available to Common Stockholders

$
1.13


$
0.66           10.
    Stock
    Based Compensation   14




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Other
    Comprehensive Income and Fair Value Measurements  Land/Development
  Land/Development
          mark-to-market available-for-sale.
   15




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##### Table of Contents



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


Significant Other


UnobservableMarch 31,


Identical Assets


Observable Inputs


InputsDescription

2008


(Level 1)


(Level 2)


(Level 3)Liabilities:Interest Rate Protection Agreements(1)

$
1,435






$
1,435



     (1)
    
    Unrealized gains or losses on the interest rate protection
    agreements are recorded in accumulated other comprehensive
    income (loss) at each measurement date.      12.
    Commitments
    and Contingencies   16




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      13.
    Subsequent
    Events     17




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up higher-than-expected
  GENERAL
         18




---



##### Table of Contents



MANAGEMENTS
    OVERVIEW
      and/or
   19




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2008 to Three Months Ended
    March 31, 2007
       20




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007


$ Change


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

$
81,893


$
78,139


$
3,754



4.8
%Acquired Properties


8,037



3,274



4,763



145.5
%Sold Properties


5,956



21,691



(15,735
)


(72.5
)%(Re)Developments and Land, Not Included
    Above


4,399



1,350



3,049



225.9
%Other


6,148



11,363



(5,215
)


(45.9
)%106,433



115,817



(9,384
)


(8.1
)%Discontinued Operations


(7,975
)


(24,272
)


16,297



(67.1
)%Subtotal Revenues


98,458



91,545



6,913



7.6
%Construction Revenues


22,954



8,247



14,707



178.3
%Total Revenues

$
121,412


$
99,792


$
21,620



21.7
%     Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007


$ Change


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

$
26,928


$
24,793


$
2,135



8.6
%Acquired Properties


2,927



380



2,547



670.3
%Sold Properties


2,530



6,475



(3,945
)


(60.9
)%(Re)Developments and Land, Not Included
    Above


1,692



1,211



481



39.7
%Other


4,283



3,620



663



18.3
%38,360



36,479



1,881



5.2
%Discontinued Operations


(3,599
)


(7,922
)


4,323



(54.6
)%Total Property Expenses


34,761



28,557



6,204



21.7
%Construction Expenses


22,301



8,037



14,264



177.5
%Total Property and Construction Expenses

$
57,062


$
36,594


$
20,468



55.9
%    21




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007


$ Change


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

$
31,168


$
31,668


$
(500
)


(1.6
)%Acquired Properties


5,585



1,994



3,591



180.1
%Sold Properties


1,043



6,364



(5,321
)


(83.6
)%(Re)Developments and Land, Not Included
    Above and Other


2,339



750



1,589



211.9
%Corporate Furniture, Fixtures and Equipment


461



471



(10
)


(2.1
)%40,596



41,247



(651
)


(1.6
)%Discontinued Operations


(1,444
)


(6,876
)


5,432



(79.0
)%Total Depreciation and Other Amortization

$
39,152


$
34,371


$
4,781



13.9
%                  22




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##### Table of Contents



Three Months


Three MonthsEnded March 31,


Ended March 31,2008


2007($ in 000s)Total Revenues

$
7,975


$
24,272Property Expenses


(3,599
)


(7,922
)Depreciation and Amortization


(1,444
)


(6,876
)Gain on Sale of Real Estate


73,361



55,370Provision for Income Taxes


(247
)


(11,227
)Minority Interest


(9,703
)


(6,788
)Income from Discontinued Operations

$
66,343


$
46,829      23




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
          Three
    Months Ended March 31, 2008
             24




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
     25




---



##### Table of Contents



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),
   26




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors.    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description10
.1*

Amendment No. 3 to the Companys 2001 Stock Incentive
    Plan10
.2*

Form of Employee Restricted Stock Unit Award Agreement31
.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 27




---



##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       28




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1*

Amendment No. 3 to the Companys 2001 Stock Incentive
    Plan10
.2*

Form of Employee Restricted Stock Unit Award Agreement31
.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 29