##### 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
    September 30, 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

(I.R.S. EmployerIncorporation or
    Organization)

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
  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 September 30, 2008
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.

Financial Statements


2Consolidated Balance Sheets as of
    September 30, 2008 and December 31, 2007


2Consolidated Statements of Operations for the
    Three and Nine Months Ended September 30, 2008 and
    September 30, 2007


3Consolidated Statements of Comprehensive Income
    for the Three and Nine Months Ended September 30, 2008 and
    September 30, 2007


4Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2008 and September 30,
    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


29Item 4.

Controls and Procedures


29PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


30Item 1A.

Risk Factors


30Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


30Item 3.

Defaults Upon Senior Securities


30Item 4.

Submission of Matters to a Vote of Security
    Holders


30Item 5.

Other Information


30Item 6.

Exhibits


30SIGNATURE


31EXHIBIT INDEX


32EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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##### Table of Contents



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



CONSOLIDATED
    BALANCE SHEETS  September 30,


December 31,2008


2007(Unaudited)(In thousandsexcept share andper share data)ASSETSAssets:Investment in Real Estate:Land

$
763,087


$
655,523Buildings and Improvements


2,466,486



2,599,784Construction in Progress


78,140



70,961Less: Accumulated Depreciation


(493,330
)


(509,981
)Net Investment in Real Estate


2,814,383



2,816,287Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $14,549 and $3,038 at September 30, 2008
    and December 31, 2007, respectively


70,220



37,875Cash and Cash Equivalents


6,858



5,757Restricted Cash


25,979



24,903Tenant Accounts Receivable, Net


9,207



9,665Investments in Joint Ventures


60,673



57,543Deferred Rent Receivable, Net


30,101



32,665Deferred Financing Costs, Net


12,911



15,373Deferred Leasing Intangibles, Net


84,446



87,019Prepaid Expenses and Other Assets, Net


199,608



170,946Total Assets

$
3,314,386


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

$
78,466


$
73,550Senior Unsecured Debt, Net


1,515,842



1,550,991Unsecured Line of Credit


396,254



322,129Accounts Payable, Accrued Expenses and Other Liabilities


158,859



146,308Deferred Leasing Intangibles, Net


20,632



22,041Rents Received in Advance and Security Deposits


24,663



31,425Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $515 and $0 at September 30, 2008 and
    December 31, 2007, respectively


584



Dividends Payable


36,425



37,311Total Liabilities


2,231,725



2,183,755Commitments and Contingencies






Minority Interest


146,189



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 September 30, 2008 and December 31,
    2007, 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, 48,648,085 and 47,996,263 shares issued and
    44,323,971 and 43,672,149 shares outstanding at
    September 30, 2008 and December 31, 2007, respectively)


487



480Additional
    Paid-in-Capital


1,368,324



1,354,674Distributions in Excess of Accumulated Earnings


(283,505
)


(281,587
)Accumulated Other Comprehensive Loss


(8,816
)


(9,630
)Treasury Shares at Cost (4,324,114 shares at
    September 30, 2008 and December 31, 2007)


(140,018
)


(140,018
)Total Stockholders Equity


936,472



923,919Total Liabilities and Stockholders Equity

$
3,314,386


$
3,258,033    2




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007(Unaudited)(In thousands except per share data)Revenues:Rental Income

$
65,720


$
59,944


$
194,745


$
175,754Tenant Recoveries and Other Income


25,680



25,212



78,826



78,093Contractor Revenues


45,202



5,381



101,600



21,229Total Revenues


136,602



90,537



375,171



275,076Expenses:Property Expenses


30,587



27,584



94,469



81,203General and Administrative


18,066



21,307



64,191



66,478Depreciation and Other Amortization


39,150



35,019



119,647



100,464Contractor Expenses


41,895



5,188



96,628



20,278Total Expenses


129,698



89,098



374,935



268,423Other Income/Expense:Interest Income


1,054



930



2,816



1,415Interest Expense


(26,644
)


(30,196
)


(83,116
)


(89,764
)Amortization of Deferred Financing Costs


(717
)


(828
)


(2,162
)


(2,472
)Gain (Loss) From Early Retirement of Debt


1,260



(139
)


2,749



(393
)Total Other Income/Expense


(25,047
)


(30,233
)


(79,713
)


(91,214
)Loss from Continuing Operations Before Equity in Income of Joint
    Ventures, Income Tax Benefit and Income Allocated to Minority
    Interest


(18,143
)


(28,794
)


(79,477
)


(84,561
)Equity in Income of Joint Ventures


725



6,376



7,295



23,633Income Tax Benefit


2,064



2,521



7,240



4,451Minority Interest Allocable to Continuing Operations


2,559



3,105



9,977



9,455Loss from Continuing Operations


(12,795
)


(16,792
)


(54,965
)


(47,022
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $22,548 and $59,637 for the Three Months Ended
    September 30, 2008 and 2007, respectively, and $166,393 and
    $174,436 for the Nine Months Ended September 30, 2008 and
    2007, respectively)


24,739



68,369



181,260



205,650Provision for Income Taxes Allocable to Discontinued Operations
    (Including $(26) and $9,894 for the Three Months Ended
    September 30, 2008 and 2007, respectively, and $2,748 and
    $31,015 for the Nine Months Ended September 30, 2008 and
    2007, respectively, allocable to Gain on Sale of Real Estate)


(65
)


(10,155
)


(3,343
)


(33,081
)Minority Interest Allocable to Discontinued Operations


(3,062
)


(7,317
)


(22,293
)


(21,726
)Income Before Gain on Sale of Real Estate


8,817



34,105



100,659



103,821Gain on Sale of Real Estate






103



12,008



4,507Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate






(40
)


(2,909
)


(1,145
)Minority Interest Allocable to Gain on Sale of Sale Estate






(8
)


(1,140
)


(423
)Net Income


8,817



34,160



108,618



106,760Less: Preferred Stock Dividends


(4,857
)


(4,857
)


(14,571
)


(16,463
)Less: Redemption of Preferred Stock














(2,017
)Net Income Available to Common Stockholders

$
3,960


$
29,303


$
94,047


$
88,280Basic and Diluted Earnings Per Share:Loss from Continuing Operations

$
(0.41
)

$
(0.49
)

$
(1.43
)

$
(1.41
)Income From Discontinued Operations

$
0.50


$
1.15


$
3.61


$
3.40Net Income Available to Common Stockholders

$
0.09


$
0.66


$
2.18


$
1.99Weighted Average Shares Outstanding


43,151



44,240



43,088



44,373Dividends/Distribution Declared per Common Share Outstanding

$
0.72


$
0.71


$
2.16


$
2.13    3




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007(Unaudited)(In thousands)Net Income

$
8,817


$
34,160


$
108,618


$
106,760Mark to Market of Interest Rate Protection Agreements, Net of
    Income Tax Benefit (Provision) of $52 and $0 for the three
    months ended September 30, 2008 and 2007, respectively, and
    $(32) and $0 for the nine months ended September 30, 2008
    and 2007, respectively.


(1,878
)


(329
)


1,655



3,886Amortization of Interest Rate Protection Agreements


(206
)


(189
)


(584
)


(728
)Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements


376







831



Settlement of Interest Rate Protection Agreements














(4,261
)Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit (Provision) of $507 and $(1,217) for the three months
    ended September 30, 2008 and 2007, respectively, and $922
    and $(1,217) for the nine months ended September 30, 2008
    and 2007, respectively.


(570
)


2,261



(958
)


2,261Other Comprehensive Loss (Income) Allocable to Minority Interest


280



(220
)


(130
)


(195
)Other Comprehensive Income

$
6,819


$
35,683


$
109,432


$
107,723    4




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


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

$
108,618


$
106,760Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Allocation of Income to Minority Interest


13,456



12,694Depreciation


86,378



91,507Amortization of Deferred Financing Costs


2,162



2,472Other Amortization


47,621



40,631Provision for Bad Debt


2,752



2,801Equity in Income of Joint Ventures


(7,295
)


(23,633
)Distributions from Joint Ventures


9,934



25,078Gain on Sale of Real Estate


(178,401
)


(178,943
)(Gain) Loss on Early Retirement of Debt


(2,749
)


393Decrease in Developments for Sale Costs


1,860



4,106Increase in Tenant Accounts Receivable and Prepaid Expenses and
    Other Assets, Net


(32,731
)


(9,510
)Increase in Deferred Rent Receivable


(4,689
)


(7,975
)Increase in Accounts Payable and Accrued Expenses and Rents
    Received in Advance and Security Deposits


12,578



13,181Decrease (Increase) in Restricted Cash


90



(334
)Net Cash Provided by Operating Activities


59,584



79,228CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(494,912
)


(545,904
)Net Proceeds from Sales of Investments in Real Estate


479,938



587,778Contributions to and Investments in Joint Ventures


(14,703
)


(23,804
)Distributions from Joint Ventures


7,934



15,673Funding of Notes Receivable


(10,325
)


(8,385
)Repayment of Mortgage Loans Receivable


62,271



23,935(Increase) Decrease in Restricted Cash


(1,166
)


12,337Net Cash Provided by Investing Activities


29,037



61,630CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(185
)


(46
)Proceeds from the Issuance of Common Stock


174



613Redemption of Preferred Stock






(50,014
)Repurchase of Restricted Stock


(3,787
)


(3,922
)Dividends/Distributions


(108,922
)


(110,334
)Preferred Stock Dividends


(15,803
)


(16,310
)Purchase of Treasury Shares






(29,406
)Repayments on Mortgage Loans Payable


(2,387
)


(34,904
)Debt Issuance Costs


(76
)


(3,758
)Net Proceeds from Senior Unsecured Debt






149,595Repayments of Senior Unsecured Debt


(32,526
)


(150,000
)Other Costs of Senior Unsecured Debt






(4,261
)Proceeds from Unsecured Line of Credit


476,920



677,000Repayments on Unsecured Line of Credit


(402,000
)


(582,000
)Cash Book Overdraft.


934



3,142Net Cash Used in Financing Activities


(87,658
)


(154,605
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


138



Net Increase (Decrease) in Cash and Cash Equivalents


963



(13,747
)Cash and Cash Equivalents, Beginning of Period


5,757



16,135Cash and Cash Equivalents, End of Period

$
6,858


$
2,388    5




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except share and per share data)
    (Unaudited)  1.
    Organization
    and Formation of Company          2.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) 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
  and/or
  Deferred
    Leasing Intangibles
    September 30,


December 31,2008


2007In-Place Leases

$
86,219


$
86,398Less: Accumulated Amortization


(27,616
)


(24,860
)$
58,603


$
61,538Above Market Leases

$
5,654


$
6,440Less: Accumulated Amortization


(2,614
)


(2,519
)$
3,040


$
3,921Tenant Relationships

$
27,800


$
24,970Less: Accumulated Amortization


(4,997
)


(3,410
)$
22,803


$
21,560Total Deferred Leasing Intangibles, Net

$
84,446


$
87,019     September 30,


December 31,2008


2007Below Market Leases

$
32,365


$
31,668Less: Accumulated Amortization


(11,733
)


(9,627
)$
20,632


$
22,041     September 30,


September 30,2008


2007In-Place Leases

$
19,346


$
22,528Above Market Leases

$
61


$
912Tenant Relationships

$
6,973


$
9,773Below Market Leases

$
(3,482
)

$
(7,731
)  7




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


September 30,2008


2007In-Place Leases


116



76Above Market Leases


43



100Tenant Relationships


92



114Below Market Leases


34



135     Income
    Taxes
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157 (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
 8




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Derivative
    Instruments and Hedging Activities,
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1), 14-1 14-1 14-1
  3.
    Investments
    in Joint Ventures and Property Management Services          Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007Contributions

$
3,585


$
7,202


$
13,999


$
21,936Distributions

$
6,636


$
15,988


$
17,868


$
40,751Fees

$
5,969


$
7,318


$
15,257


$
20,569  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 atSeptember 30,


December 31,


September 30,

September 30,2008


2007


2008

2008

Maturity DateMortgage Loans Payable, Net

$
78,466


$
73,550


5.50% - 9.25%

4.58% - 9.25%

07/09 - 09/24Unamortized Premiums


(1,904
)


(2,196
)Mortgage Loans Payable, Gross

$
76,562


$
71,354Senior Unsecured Debt, Net2016 Notes

$
194,507


$
199,442


5.750%

5.91%

01/15/162017 Notes


99,912



99,905


7.500%

7.52%

12/01/172027 Notes


15,056



15,056


7.150%

7.11%

05/15/272028 Notes


199,845



199,838


7.600%

8.13%

07/15/282011 Notes


199,853



199,807


7.375%

7.39%

03/15/112012 Notes


199,511



199,408


6.875%

6.85%

04/15/122032 Notes


49,474



49,457


7.750%

7.87%

04/15/322009 Notes


124,969



124,937


5.250%

4.10%

06/15/092014 Notes


114,561



113,521


6.420%

6.54%

06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%

09/15/112017 II Notes


118,154



149,620


5.950%

6.37%

05/15/17Subtotal

$
1,515,842


$
1,550,991Unamortized Discounts


12,658



14,079Senior Unsecured Debt, Gross

$
1,528,500


$
1,565,070Unsecured Line of Credit

$
396,254


$
322,129


3.155%

3.155%

09/28/12          10




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        AmountRemainder of 2008

$
8842009


133,2972010


15,8152011


407,6572012


601,028Thereafter


842,635Total

$
2,001,316     5.
    Stockholders
    Equity  Shares
    of Common Stock:
    Non-Qualified
    Employee Stock Options:
    Restricted
    Stock:
   11




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Dividend/Distributions:
    Nine Months EndedSeptember 30, 2008Dividend/


TotalDistribution


Dividend/per Share/Unit


DistributionCommon Stock/Operating Partnership Units

$
2.16


$
109,268Series F Preferred Stock

$
4,677.00


$
2,339Series G Preferred Stock

$
5,427.00


$
1,357Series J Preferred Stock

$
13,593.90


$
8,156Series K Preferred Stock

$
13,593.90


$
2,719   6.
    Acquisition
    of Real Estate    7.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations    Accounting for the Impairment or Disposal of Long-
    Lived Assets
  Accounting for Leases
     12




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##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30, 2008


September 30, 2007


September 30, 2008


September 30, 2007Total Revenues

$
4,745


$
24,519


$
34,023


$
84,076Property Expenses


(1,337
)


(8,230
)


(11,315
)


(27,673
)Depreciation and Amortization


(1,217
)


(7,557
)


(7,841
)


(25,189
)Gain on Sale of Real Estate


22,548



59,637



166,393



174,436Provision for Income Taxes


(65
)


(10,155
)


(3,343
)


(33,081
)Minority Interest


(3,062
)


(7,317
)


(22,293
)


(21,726
)Income from Discontinued Operations

$
21,612


$
50,897


$
155,624


$
150,843     8.
    Supplemental
    Information to Statements of Cash Flows    Nine Months


Nine MonthsEnded


EndedSeptember 30, 2008


September 30, 2007Interest paid, net of capitalized interest

$
85,103


$
91,166Interest capitalized

$
6,711


$
5,846Supplemental schedule of noncash investing and financing
    activities:Distribution payable on common stock/Units

$
36,425


$
36,326Distribution payable on preferred stock

$



$
6,089Exchange of units for common stock:Minority interest

$
(4,189
)

$
(1,594
)Common stock


2



1Additional
    paid-in-capital


4,187



1,593$



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

$
(464
)

$
(5,873
)Mortgage debt, net of premium recorded

$
(7,852
)

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

$
(58,469
)

$
(29,873
)In conjunction with certain property sales, the Company provided
    seller financing and assigned a mortgage note payable:Mortgage notes receivable

$
62,613


$
42,172Mortgage note payable

$



$
769  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 Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007Numerator:Loss from Continuing Operations

$
(12,795
)

$
(16,792
)

$
(54,965
)

$
(47,022
)Gain on Sale of Real Estate, Net of Minority Interest and Income
    Taxes






55



7,959



2,939Less: Preferred Stock Dividends


(4,857
)


(4,857
)


(14,571
)


(16,463
)Less: Redemption of Preferred Stock














(2,017
)Loss from Continuing Operations Available to Common
    Stockholders, Net of Minority Interest and Income
    Taxes  For Basic and Diluted EPS


(17,652
)


(21,594
)


(61,577
)


(62,563
)Discontinued Operations, Net of Minority Interest and Income
    Taxes


21,612



50,897



155,624



150,843Net Income Available to Common Stockholders  For
    Basic and Diluted EPS

$
3,960


$
29,303


$
94,047


$
88,280Denominator:Weighted Average Shares  Basic and Diluted


43,150,905



44,240,206



43,087,942



44,373,126Basic and Diluted EPS:Loss from Continuing Operations Available to Common
    Stockholders, Net of Minority Interest and Income Taxes

$
(0.41
)

$
(0.49
)

$
(1.43
)

$
(1.41
)Discontinued Operations, Net of Minority Interest and Income
    Taxes

$
0.50


$
1.15


$
3.61


$
3.40Net Income Available to Common Stockholders

$
0.09


$
0.66


$
2.18


$
1.99        14




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10.
    Stock
    Based Compensation    11.
    Other
    Comprehensive Income and Fair Value Measurements             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

UnobservableSeptember 30,

Identical Assets

Observable Inputs

InputsDescription

2008

(Level 1)

(Level 2)

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

$
1,614






$
1,614



     (1)
    
    Mark to market gains on the interest rate protection agreements
    are recorded in accumulated other comprehensive income and the
    value of the interest rate protection agreements is included in
    prepaid expenses and other assets, net.      12.
    Commitments
    and Contingencies        13.
    Subsequent
    Events   16




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    30-year
       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 Form 10-K Form 10-K), Form 10-Q,
  GENERAL
         18




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##### Table of Contents



MANAGEMENTS
    OVERVIEW
      and/or
   19




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Nine Months Ended September 30, 2008 to Nine Months
    Ended September 30, 2007
          20




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


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

$
218,290


$
213,355


$
4,935



2.3
%Acquired Properties


31,039



12,112



18,927



156.3
%Sold Properties


25,321



76,366



(51,045
)


(66.8
)%(Re)Developments and Land, Not Included Above


10,519



6,272



4,247



67.7
%Other


22,425



29,818



(7,393
)


(24.8
)%307,594



337,923



(30,329
)


(9.0
)%Discontinued Operations


(34,023
)


(84,076
)


50,053



(59.5
)%Subtotal Revenues


273,571



253,847



19,724



7.8
%Construction Revenues


101,600



21,229



80,371



378.6
%Total Revenues

$
375,171


$
275,076


$
100,095



36.4
%     Nine Months


Nine MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


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

$
70,134


$
65,855


$
4,279



6.5
%Acquired Properties


10,163



2,942



7,221



245.4
%Sold Properties


8,650



23,681



(15,031
)


(63.5
)%(Re)Developments and Land, Not Included Above


5,032



3,572



1,460



40.9
%Other


11,805



12,826



(1,021
)


(8.0
)%105,784



108,876



(3,092
)


(2.8
)%Discontinued Operations


(11,315
)


(27,673
)


16,358



(59.1
)%Total Property Expenses


94,469



81,203



13,266



16.3
%Construction Expenses


96,628



20,278



76,350



376.5
%Total Property and Construction Expenses

$
191,097


$
101,481


$
89,616



88.3
%    21




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


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

$
85,586


$
89,665


$
(4,079
)


(4.5
)%Acquired Properties


29,602



8,996



20,606



229.1
%Sold Properties


5,155



22,662



(17,507
)


(77.3
)%(Re)Developments and Land, Not Included Above and Other


5,632



2,929



2,703



92.3
%Corporate Furniture, Fixtures and Equipment


1,513



1,401



112



8.0
%127,488



125,653



1,835



1.5
%Discontinued Operations


(7,841
)


(25,189
)


17,348



(68.9
)%Total Depreciation and Other Amortization

$
119,647


$
100,464


$
19,183



19.1
%              22




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2008


September 30, 2007($ in 000s)Total Revenues

$
34,023


$
84,076Property Expenses


(11,315
)


(27,673
)Depreciation and Amortization


(7,841
)


(25,189
)Gain on Sale of Real Estate


166,393



174,436Provision for Income Taxes


(3,343
)


(33,081
)Minority Interest


(22,293
)


(21,726
)Income from Discontinued Operations

$
155,624


$
150,843         Comparison
    of Three Months Ended September 30, 2008 to Three Months
    Ended September 30, 2007
     23




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


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

$
71,578


$
71,577


$
1



0.0
%Acquired Properties


10,659



5,047



5,612



111.2
%Sold Properties


1,824



21,909



(20,085
)


(91.7
)%(Re)Developments and Land, Not Included Above


4,382



2,324



2,058



88.6
%Other


7,702



8,818



(1,116
)


(12.7
)%96,145



109,675



(13,530
)


(12.3
)%Discontinued Operations


(4,745
)


(24,519
)


19,774



(80.6
)%Subtotal Revenues


91,400



85,156



6,244



7.3
%Construction Revenues


45,202



5,381



39,821



740.0
%Total Revenues

$
136,602


$
90,537


$
46,065



50.9
%     Three Months


Three MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


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

$
21,885


$
22,476


$
(591
)


(2.6
)%Acquired Properties


3,935



1,367



2,568



187.9
%Sold Properties


665



7,098



(6,433
)


(90.6
)%(Re)Developments and Land, Not Included Above


1,713



976



737



75.5
%Other


3,726



3,897



(171
)


(4.4
)%31,924



35,814



(3,890
)


(10.9
)%Discontinued Operations


(1,337
)


(8,230
)


6,893



(83.8
)%Total Property Expenses


30,587



27,584



3,003



10.9
%Construction Expenses


41,895



5,188



36,707



707.5
%Total Property and Construction Expenses

$
72,482


$
32,772


$
39,710



121.2
%    24




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


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

$
27,003


$
30,273


$
(3,270
)


(10.8
)%Acquired Properties


10,434



4,061



6,373



156.9
%Sold Properties


377



6,635



(6,258
)


(94.3
)%(Re)Developments and Land, Not Included Above and Other


2,014



1,168



846



72.4
%Corporate Furniture, Fixtures and Equipment


539



439



100



22.8
%40,367



42,576



(2,209
)


(5.2
)%Discontinued Operations


(1,217
)


(7,557
)


6,340



(83.9
)%Total Depreciation and Other Amortization

$
39,150


$
35,019


$
4,131



11.8
%                25




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##### Table of Contents



Three Months


Three MonthsEnded September 30,


Ended September 30,2008


2007($ in 000s)Total Revenues

$
4,745


$
24,519Property Expenses


(1,337
)


(8,230
)Depreciation and Amortization


(1,217
)


(7,557
)Gain on Sale of Real Estate


22,548



59,637Provision for Income Taxes


(65
)


(10,155
)Minority Interest


(3,062
)


(7,317
)Income from Discontinued Operations

$
21,612


$
50,897        26




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
          Nine
    Months Ended September 30, 2008
           27




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
   28




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##### Table of Contents



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),
   29




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Recent
    disruptions in the financial markets could affect our ability to
    obtain financing and may negatively impact our liquidity or
    financial condition.
    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

First Amendment, dated as of August 18, 2008, to Fifth
    Amended and Restated Unsecured Revolving Credit Agreement dated
    as of September 28, 2007 among the Operating Partnership,
    the Company, JP Morgan Chase Bank, N.A. and the other
    lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed August 20, 2008, File
    No. 1-13102)10
.2

Letter agreement dated October 24, 2008 between the
    Compensation Committee and W. Ed Tyler (incorporated by
    reference to Exhibit 10.1 of the
    Form 8-K
    of the Company filed October 30, 2008,
    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 30




---



##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       31




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##### Table of Contents



EXHIBIT INDEX   ExhibitNumber

Description10
.1

First Amendment, dated as of August 18, 2008, to Fifth
    Amended and Restated Unsecured Revolving Credit Agreement dated
    as of September 28, 2007 among the Operating Partnership,
    the Company, JP Morgan Chase Bank, N.A. and the other
    lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed August 20, 2008, File
    No. 1-13102)10
.2

Letter agreement dated October 24, 2008 between the
    Compensation Committee and W. Ed Tyler (incorporated by
    reference to Exhibit 10.1 of the
    Form 8-K
    of the Company filed October 30, 2008,
    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 32