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


Financial Statements


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


2Consolidated Statements of Operations for the Three and Six
    Months Ended June 30, 2008 and June 30, 2007


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


4Consolidated Statements of Cash Flows for the Six Months Ended
    June 30, 2008 and June 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


31SIGNATURE


32EXHIBIT INDEX


33




---



##### 



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



CONSOLIDATED
    BALANCE SHEETS  June 30,


December 31,2008


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

$
672,443


$
655,523Buildings and Improvements


2,454,065



2,599,784Construction in Progress


94,225



70,961Less: Accumulated Depreciation


(493,708
)


(509,981
)Net Investment in Real Estate


2,727,025



2,816,287Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $1,874 and $3,038 at June 30, 2008 and
    December 31, 2007, respectively


21,910



37,875Cash and Cash Equivalents


14,413



5,757Restricted Cash


103,028



24,903Tenant Accounts Receivable, Net


10,530



9,665Investments in Joint Ventures


63,376



57,543Deferred Rent Receivable, Net


30,451



32,665Deferred Financing Costs, Net


13,729



15,373Deferred Leasing Intangibles, Net


81,723



87,019Prepaid Expenses and Other Assets, Net


224,422



170,946Total Assets

$
3,290,607


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

$
76,017


$
73,550Senior Unsecured Debt, Net


1,530,355



1,550,991Unsecured Line of Credit


355,800



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


130,343



146,308Deferred Leasing Intangibles, Net


21,066



22,041Rents Received in Advance and Security Deposits


26,784



31,425Dividends Payable


37,652



37,311Total Liabilities


2,178,017



2,183,755Commitments and Contingencies






Minority Interest


150,935



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 June 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, 48,622,614 and 47,996,263 shares issued and
    44,298,500 and 43,672,149 shares outstanding at
    June 30, 2008 and December 31, 2007, respectively)


486



480Additional
    Paid-in-Capital


1,363,388



1,354,674Distributions in Excess of Accumulated Earnings


(255,383
)


(281,587
)Accumulated Other Comprehensive Loss


(6,818
)


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


(140,018
)


(140,018
)Total Stockholders Equity


961,655



923,919Total Liabilities and Stockholders Equity

$
3,290,607


$
3,258,033    2




---



##### 



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 30,2008


2007


2008


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

$
68,662


$
61,836


$
135,265


$
121,675Tenant Recoveries and Other Income


28,718



26,264



54,915



54,556Contractor Revenues


33,444



7,601



56,398



15,848Total Revenues


130,824



95,701



246,578



192,079Expenses:Property Expenses


33,038



28,550



66,127



55,801General and Administrative


22,836



22,380



46,125



45,171Depreciation and Other Amortization


45,385



34,635



82,985



67,842Contractor Expenses


32,432



7,053



54,733



15,090Total Expenses


133,691



92,618



249,970



183,904Other Income/Expense:Interest Income


1,118



225



1,762



485Interest Expense


(27,616
)


(29,667
)


(56,472
)


(59,568
)Amortization of Deferred Financing Costs


(722
)


(824
)


(1,445
)


(1,644
)Gain (Loss) From Early Retirement of Debt


1,489



(108
)


1,489



(254
)Total Other Income/Expense


(25,731
)


(30,374
)


(54,666
)


(60,981
)Loss from Continuing Operations Before Equity in Income of Joint
    Ventures, Income Tax Benefit and Income Allocated to Minority
    Interest


(28,598
)


(27,291
)


(58,058
)


(52,806
)Equity in Income of Joint Ventures


3,268



11,626



6,570



17,257Income Tax Benefit


3,366



107



5,919



2,030Minority Interest Allocable to Continuing Operations


3,374



2,915



6,995



5,965Loss from Continuing Operations


(18,590
)


(12,643
)


(38,574
)


(27,554
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $70,484 and $59,429 for the Three Months Ended
    June 30, 2008 and 2007, respectively and $143,844 and
    $114,799 for the Six Months Ended June 30, 2008 and 2007,
    respectively)


74,518



68,532



153,244



134,320Provision for Income Taxes Allocable to Discontinued Operations
    (Including $3,362 and $11,070 for the Three Months Ended
    June 30, 2008 and 2007, respectively and $3,608 and $21,203
    for the Six Months Ended June 30, 2008 and 2007,
    respectively allocable to Gain on Sale of Real Estate)


(3,783
)


(11,802
)


(4,234
)


(23,036
)Minority Interest Allocable to Discontinued Operations


(8,792
)


(7,114
)


(18,775
)


(14,022
)Income Before Gain on Sale of Real Estate


43,353



36,973



91,661



69,708Gain on Sale of Real Estate


4,337



830



12,009



4,404Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(1,104
)


(327
)


(2,696
)


(1,095
)Minority Interest Allocable to Gain on Sale of Sale Estate


(402
)


(63
)


(1,173
)


(417
)Net Income


46,184



37,413



99,801



72,600Less: Preferred Stock Dividends


(4,857
)


(5,671
)


(9,714
)


(11,606
)Less: Redemption of Preferred Stock






(2,017
)






(2,017
)Net Income Available to Common Stockholders

$
41,327


$
29,725


$
90,087


$
58,977Basic and Diluted Earnings Per Share:Loss from Continuing Operations

$
(0.48
)

$
(0.45
)

$
(0.93
)

$
(0.86
)Income From Discontinued Operations

$
1.44


$
1.12


$
3.02


$
2.19Net Income Available to Common Stockholders

$
0.96


$
0.67


$
2.09


$
1.33Weighted Average Shares Outstanding


43,128



44,471



43,056



44,441Dividends/Distribution Declared per Common Share Outstanding

$
0.72


$
0.71


$
1.44


$
1.42    3




---



##### 



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 30,2008


2007


2008


2007(Unaudited)(Dollars in thousands)Net Income

$
46,184


$
37,413


$
99,801


$
72,600Mark to Market of Interest Rate Protection Agreements, Net of
    Income Tax Provision


5,375



4,357



3,533



4,215Amortization of Interest Rate Protection Agreements


(191
)


(243
)


(378
)


(539
)Write-off of Unamortized Settlement of Interest Rate Protection
    Agreements


455







455



Mark to Market of Mortgage Notes Receivable


(328
)










Settlement of Interest Rate Protection Agreements






(4,261
)






(4,261
)Foreign Currency Translation Adjustment, Offset by Income Tax
    Benefit


273







(388
)


Other Comprehensive Income (Loss) Allocable to Minority Interest


(727
)


11



(410
)


25Other Comprehensive Income

$
51,041


$
37,277


$
102,613


$
72,040    4




---



##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Six Months


Six MonthsEnded


EndedJune 30,


June 30,2008


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

$
99,801


$
72,600Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Allocation of Income to Minority Interest


12,953



8,474Depreciation


58,410



60,882Amortization of Deferred Financing Costs


1,445



1,644Other Amortization


31,838



26,338Provision for Bad Debt


1,660



32Equity in Income of Joint Ventures


(6,570
)


(17,257
)Distributions from Joint Ventures


8,182



17,327Gain on Sale of Real Estate


(155,853
)


(119,203
)(Gain) Loss on Early Retirement of Debt


(1,489
)


254Decrease in Developments for Sale Costs


1,860



7,528(Increase) Decrease in Tenant Accounts Receivable and Prepaid
    Expenses and Other Assets, Net


(19,413
)


5,952Increase in Deferred Rent Receivable


(3,925
)


(5,505
)Increase in Accounts Payable and Accrued Expenses and Rents
    Received in Advance and Security Deposits


4,699



2,905Decrease (Increase) in Restricted Cash


89



(246
)Net Cash Provided by Operating Activities


33,687



61,725CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(300,729
)


(385,791
)Net Proceeds from Sales of Investments in Real Estate


422,264



386,910Contributions to and Investments in Joint Ventures


(10,916
)


(15,767
)Distributions from Joint Ventures


3,050



7,436Funding of Notes Receivable


(10,325
)


(8,385
)Repayment of Mortgage Loans Receivable


21,151



8,385Increase in Restricted Cash


(78,214
)


(28,532
)Net Cash Provided by (Used in) Investing Activities


46,281



(35,744
)CASH FLOWS FROM FINANCING ACTIVITIES:Net Proceeds from the Issuance of Common Stock


161



393Redemption of Preferred Stock






(50,014
)Repurchase of Restricted Stock


(3,508
)


(3,707
)Dividends/Distributions


(72,502
)


(73,483
)Preferred Stock Dividends


(9,714
)


(12,684
)Repayments on Mortgage Loans Payable


(1,525
)


(32,795
)Debt Issuance Costs


(15
)


(2,190
)Net Proceeds from Senior Unsecured Debt






149,595Repayments of Senior Unsecured Debt


(19,359
)


(150,000
)Other Costs of Senior Unsecured Debt






(4,261
)Proceeds from Unsecured Line of Credit


356,000



570,000Repayments on Unsecured Line of Credit


(322,000
)


(430,000
)Cash Book Overdraft.


1,166



1,179Net Cash Used in Financing Activities


(71,296
)


(37,967
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


(16
)


Net Increase (Decrease) in Cash and Cash Equivalents


8,672



(11,986
)Cash and Cash Equivalents, Beginning of Period


5,757



16,135Cash and Cash Equivalents, End of Period

$
14,413


$
4,149    5




---



##### 



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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##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Construction
    Revenues and Expenses
    Deferred
    Leasing Intangibles
    June 30,


December 31,2008


2007In-Place Leases

$
83,070


$
86,398Less: Accumulated Amortization


(27,754
)


(24,860
)$
55,316


$
61,538Above Market Leases

$
6,008


$
6,440Less: Accumulated Amortization


(2,583
)


(2,519
)$
3,425


$
3,921Tenant Relationships

$
27,425


$
24,970Less: Accumulated Amortization


(4,443
)


(3,410
)$
22,982


$
21,560Total Deferred Leasing Intangibles, Net

$
81,723


$
87,019     June 30,


December 31,2008


2007Below Market Leases

$
32,771


$
31,668Less: Accumulated Amortization


(11,705
)


(9,627
)$
21,066


$
22,041     June 30,


June 30,2008


2007In-Place Leases

$
8,906


$
16,541Above Market Leases

$
61


$
855Tenant Relationships

$
5,242


$
8,473Below Market Leases

$
(2,052
)

$
(6,832
)  7




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##### 



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


June 30,2008


2007In-Place Leases


41



79Above Market Leases


43



107Tenant Relationships


92



116Below Market Leases


31



148     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
 8




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##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 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         9




---



##### 



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007Contributions

$
5,332


$
10,569


$
10,414


$
14,734Distributions

$
6,652


$
13,757


$
11,232


$
24,763Fees

$
4,702


$
7,549


$
9,288


$
13,251   4.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    EffectiveOutstanding


Interest

InterestBalance at


Rate at

Rate atJune 30,


December 31,


June 30,

June 30,2008


2007


2008

2008

Maturity Date07/09-Mortgage Loans Payable, Net

$
76,017


$
73,550


5.50% - 9.25%

4.58% - 9.25%

09/24Unamortized Premiums


(2,091
)


(2,196
)Mortgage Loans Payable, Gross

$
73,926


$
71,354Senior Unsecured Debt, Net2016 Notes


194,490



199,442


5.750%

5.91%

01/15/162017 Notes


99,910



99,905


7.500%

7.52%

12/01/172027 Notes


15,056



15,056


7.150%

7.11%

05/15/272028 Notes


199,842



199,838


7.600%

8.13%

07/15/282011 Notes


199,837



199,807


7.375%

7.39%

03/15/112012 Notes


199,477



199,408


6.875%

6.85%

04/15/122032 Notes


49,469



49,457


7.750%

7.87%

04/15/322009 Notes


124,958



124,937


5.250%

4.10%

06/15/092014 Notes


114,206



113,521


6.420%

6.54%

06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%

09/15/112017 II Notes


133,110



149,620


5.950%

6.37%

05/15/17Subtotal

$
1,530,355


$
1,550,991Unamortized Discounts


13,145



14,079Senior Unsecured Debt, Gross

$
1,543,500


$
1,565,070Unsecured Line of Credit

$
355,800


$
322,129


3.088%

3.088%

09/28/12      10




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##### 



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

$
1,6232009


133,0382010


15,5372011


407,3592012


560,255Thereafter


855,414Total

$
1,973,226   5.
    Stockholders
    Equity  Shares
    of Common Stock
    Non-Qualified
    Employee Stock Options:
    Restricted
    Stock:
   11




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##### 



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


TotalDistribution


Dividend/per Share/Unit


DistributionCommon Stock/Operating Partnership Units

$
1.44


$
72,843Series F Preferred Stock

$
3,118.00


$
1,559Series G Preferred Stock

$
3,618.00


$
905Series J Preferred Stock

$
9,062.60


$
5,438Series K Preferred Stock

$
9,062.60


$
1,812   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-
    Lived Assets
     12




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##### 



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2008


June 30, 2007


June 30, 2008


June 30, 2007Total Revenues

$
7,636


$
24,331


$
21,269


$
52,017Property Expenses


(2,462
)


(8,033
)


(7,733
)


(17,261
)Depreciation and Amortization


(1,140
)


(7,195
)


(4,136
)


(15,235
)Gain on Sale of Real Estate


70,484



59,429



143,844



114,799Provision for Income Taxes


(3,783
)


(11,802
)


(4,234
)


(23,036
)Minority Interest


(8,792
)


(7,114
)


(18,775
)


(14,022
)Income from Discontinued Operations

$
61,943


$
49,616


$
130,235


$
97,262     8.
    Supplemental
    Information to Statements of Cash Flows    Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007Interest paid, net of capitalized interest

$
57,602


$
58,945Interest capitalized

$
4,232


$
3,387Supplemental schedule of noncash investing and financing
    activities:Distribution payable on common stock/Units

$
36,420


$
36,854Distribution payable on preferred stock

$
1,232


$
4,856Exchange of units for common stock:Minority interest

$
(3,733
)

$
(1,480
)Common stock


2



1Additional
    paid-in-capital


3,731



1,479$



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

$
(291
)

$
(5,148
)Mortgage debt

$
(4,353
)

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

$
(34,285
)

$
(18,634
)In conjunction with certain property sales, the Company provided
    seller financing and assigned a mortgage note payable:Mortgage notes receivable

$
56,161


$
42,172Mortgage note payable

$



$
769  13




---



##### 



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 30,2008


2007


2008


2007Numerator:Loss from Continuing Operations

$
(18,590
)

$
(12,643
)

$
(38,574
)

$
(27,554
)Gain on Sale of Real Estate, Net of Minority Interest and Income
    Taxes


2,831



440



8,140



2,892Less: Preferred Stock Dividends


(4,857
)


(5,671
)


(9,714
)


(11,606
)Less: Redemption of Preferred Stock






(2,017
)






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


(20,616
)


(19,891
)


(40,148
)


(38,285
)Discontinued Operations, Net of Minority Interest and Income
    Taxes


61,943



49,616



130,235



97,262Net Income Available to Common Stockholders  For
    Basic and Diluted EPS

$
41,327


$
29,725


$
90,087


$
58,977Denominator:Weighted Average Shares  Basic and Diluted


43,128,316



44,470,793



43,056,114



44,440,687Basic and Diluted EPS:Loss from Continuing Operations Available to Common
    Stockholders, Net of Minority Interest and Income Taxes

$
(0.48
)

$
(0.45
)

$
(0.93
)

$
(0.86
)Discontinued Operations, Net of Minority Interest and Income
    Taxes

$
1.44


$
1.12


$
3.02


$
2.19Net Income Available to Common Stockholders

$
0.96


$
0.67


$
2.09


$
1.33        14




---



##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Stock
    Based Compensation    11.
    Other
    Comprehensive Income and Fair Value Measurements         15




---



##### 



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

Significant Other

UnobservableJune 30,

Identical Assets

Observable Inputs

InputsDescription

2008

(Level 1)

(Level 2)

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

$
3,410






$
3,410



     (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.   16




---



##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Commitments
    and Contingencies        13.
    Subsequent
    Events         17




---



##### 



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




---



##### 



MANAGEMENTS
    OVERVIEW
      and/or
   19




---



##### 



RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2008 to Six Months Ended
    June 30, 2007
     20




---



##### 



Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
150,254


$
145,493


$
4,761



3.3
%Acquired Properties


20,381



7,065



13,316



188.5
%Sold Properties


19,956



51,175



(31,219
)


(61.0
)%(Re)Developments and Land, Not Included Above


6,135



3,514



2,621



74.6
%Other


14,723



21,001



(6,278
)


(29.9
)%211,449



228,248



(16,799
)


(7.4
)%Discontinued Operations


(21,269
)


(52,017
)


30,748



(59.1
)%Subtotal Revenues


190,180



176,231



13,949



7.9
%Construction Revenues


56,398



15,848



40,550



255.9
%Total Revenues

$
246,578


$
192,079


$
54,499



28.4
%     Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
49,473


$
44,484


$
4,989



11.2
%Acquired Properties


6,228



1,575



4,653



295.4
%Sold Properties


6,943



15,665



(8,722
)


(55.7
)%(Re)Developments and Land, Not Included Above


3,137



2,409



728



30.2
%Other


8,079



8,929



(850
)


(9.5
)%73,860



73,062



798



1.1
%Discontinued Operations


(7,733
)


(17,261
)


9,528



(55.2
)%Total Property Expenses


66,127



55,801



10,326



18.5
%Construction Expenses


54,733



15,090



39,643



262.7
%Total Property and Construction Expenses

$
120,860


$
70,891


$
49,969



70.5
%  21




---



##### 



Six Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
59,637


$
60,456


$
(819
)


(1.4
)%Acquired Properties


19,168



4,935



14,233



288.4
%Sold Properties


3,811



15,047



(11,236
)


(74.7
)%(Re)Developments and Land, Not Included Above and Other


3,531



1,677



1,854



110.6
%Corporate Furniture, Fixtures and Equipment


974



962



12



1.2
%87,121



83,077



4,044



4.9
%Discontinued Operations


(4,136
)


(15,235
)


11,099



(72.9
)%Total Depreciation and Other Amortization

$
82,985


$
67,842


$
15,143



22.3
%            22




---



##### 



Six Months


Six MonthsEnded


EndedJune 30, 2008


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

$
21,269


$
52,017Property Expenses


(7,733
)


(17,261
)Depreciation and Amortization


(4,136
)


(15,235
)Gain on Sale of Real Estate


143,844



114,799Provision for Income Taxes


(4,234
)


(23,036
)Minority Interest


(18,775
)


(14,022
)Income from Discontinued Operations

$
130,235


$
97,262         Comparison
    of Three Months Ended June 30, 2008 to Three Months Ended
    June 30, 2007
     23




---



##### 



Three Months


Three MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
74,177


$
72,912


$
1,265



1.7
%Acquired Properties


12,356



3,808



8,548



224.5
%Sold Properties


6,929



23,908



(16,979
)


(71.0
)%(Re)Developments and Land, Not Included Above


2,979



2,164



815



37.7
%Other


8,575



9,639



(1,064
)


(11.0
)%105,016



112,431



(7,415
)


(6.6
)%Discontinued Operations


(7,636
)


(24,331
)


16,695



(68.6
)%Subtotal Revenues


97,380



88,100



9,280



10.5
%Construction Revenues


33,444



7,601



25,843



340.0
%Total Revenues

$
130,824


$
95,701


$
35,123



36.7
%     Three Months


Three MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
24,465


$
21,525


$
2,940



13.7
%Acquired Properties


3,341



1,197



2,144



179.1
%Sold Properties


2,145



7,354



(5,209
)


(70.8
)%(Re)Developments and Land, Not Included Above


1,753



1,198



555



46.3
%Other


3,796



5,309



(1,513
)


(28.5
)%35,500



36,583



(1,083
)


(3.0
)%Discontinued Operations


(2,462
)


(8,033
)


5,571



(69.4
)%Total Property Expenses


33,038



28,550



4,488



15.7
%Construction Expenses


32,432



7,053



25,379



359.8
%Total Property and Construction Expenses

$
65,470


$
35,603


$
29,867



83.9
%  24




---



##### 



Three Months


Three MonthsEnded


EndedJune 30, 2008


June 30, 2007


$ Change


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

$
29,672


$
30,328


$
(656
)


(2.2
)%Acquired Properties


13,622



2,980



10,642



357.1
%Sold Properties


1,020



7,102



(6,082
)


(85.6
)%(Re)Developments and Land, Not Included Above and Other


1,698



929



769



82.8
%Corporate Furniture, Fixtures and Equipment


513



491



22



4.5
%46,525



41,830



4,695



11.2
%Discontinued Operations


(1,140
)


(7,195
)


6,055



(84.2
)%Total Depreciation and Other Amortization

$
45,385


$
34,635


$
10,750



31.0
%            25




---



##### 



Three Months


Three MonthsEnded June 30,


Ended June 30,2008


2007($ in 000s)Total Revenues

$
7,636


$
24,331Property Expenses


(2,462
)


(8,033
)Depreciation and Amortization


(1,140
)


(7,195
)Gain on Sale of Real Estate


70,484



59,429Provision for Income Taxes


(3,783
)


(11,802
)Minority Interest


(8,792
)


(7,114
)Income from Discontinued Operations

$
61,943


$
49,616        26




---



##### 



LIQUIDITY
    AND CAPITAL RESOURCES
          Six
    Months Ended June 30, 2008
         27




---



##### 



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
   28




---



##### 



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),
   29




---



##### 



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    Nominee

Votes For


Votes WithheldMichael W. Brennan


37,467,027



1,159,452Michael G. Damone


37,703,204



923,275Kevin W. Lynch


37,736,949



889,530John W.M. Brenninkweijer*


36,958,950



1,667,529     *
    
    Class III Director      Item 5.
    Other
    Information   30




---



##### 



Item 6.
    Exhibits  ExhibitNumber

Description31
.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 31




---



##### 



SIGNATURE      By:
    /s/  Scott
    A. Musil       32




---



##### 



EXHIBIT INDEX  ExhibitNumber

Description31
.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 33