FIRST INDUSTRIAL LP, 10-Q, 1997-11-14

FIRST INDUSTRIAL LP
10-Q, 1997-11-14
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE Act OF 1934

--------------------------
Commission File Number 333-21873
--------------------------

FIRST INDUSTRIAL, L.P.
(Exact name of Registrant as specified in its Charter)

DELAWARE 36-3924586
(State or other jurisdiction of (I.R.S. Employer
incorporation 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)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes /X / No / /

<PAGE> 2

FIRST INDUSTRIAL, L.P.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 1997

INDEX

PAGE
----
PART I: FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements

Consolidated Balance Sheets as of September 30, 1997 and December 31,
1996.............................................................................. 2

Consolidated Statements of Operations for the Nine Months Ended September
30, 1997 and September 30, 1996.................................................. 3

Consolidated Statements of Operations for the Three Months Ended September
30, 1997 and September 30, 1996.................................................. 4

Consolidated Statements of Cash Flows for the Nine Months Ended September
30, 1997 and September 30, 1996.................................................. 5

Consolidated Notes to Financial Statements........................................ 6-14

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................ 15-20

PART II: OTHER INFORMATION

Item 1. Legal Proceedings......................................................... 21
Item 2. Changes in Securities..................................................... 21
Item 3. Defaults Upon Senior Securities........................................... 21
Item 4. Submission of Matters to a Vote of Security Holders....................... 21
Item 5. Other Information......................................................... 21
Item 6. Exhibits and Reports on Form 8-K.......................................... 22-23

SIGNATURE............................................................................. 24

EXHIBIT INDEX........................................................................ 25

</TABLE>

<PAGE> 3

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
-------------- -------------
ASSETS

<S> <C> <C>
Assets:
Investment in Real Estate:
Land............................................................ $ 103,005 $ 55,425
Buildings and Improvements...................................... 559,929 291,942
Construction in Progress........................................ 1,811 6,414
Less: Accumulated Depreciation.................................. (17,097) (8,133)
-------------- -------------
Net Investment in Real Estate............................. 647,648 345,648

Investment in Other Real Estate Partnerships.................... 598,067 258,411
Cash and Cash Equivalents....................................... --- 4,295
Tenant Accounts Receivable, Net................................. 3,328 1,021
Deferred Rent Receivable........................................ 2,182 1,280
Interest Rate Protection Agreements, Net........................ --- 1,723
Deferred Financing Costs, Net................................... 4,657 1,140
Prepaid Expenses and Other Assets, Net.......................... 21,765 8,604
-------------- -------------
Total Assets.............................................. $1,277,647 $ 622,122
============== =============

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable.......................................... $ 49,479 $ 45,578
Senior Unsecured Debt........................................... 349,170 ---
Acquisition Facility Payable.................................... 92,600 4,400
Promissory Notes Payable........................................ --- 9,919
Accounts Payable and Accrued Expenses........................... 25,127 8,770
Rents Received in Advance and Security Deposits................. 5,834 1,942
Distributions Payable........................................... 17,706 16,281
-------------- -------------
Total Liabilities......................................... 539,916 86,890
-------------- -------------

Commitments and Contingencies...................................... --- ---

Partners' Capital:
General Partner................................................. 645,201 496,169
Limited Partners................................................ 92,530 39,063
-------------- -------------
Total Partners' Capital................................... 737,731 535,232
-------------- -------------
Total Liabilities and Partners' Capital................... $1,277,647 $ 622,122
============== =============

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE> 4

FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1997 1996
-------------- ---------------

<S> <C> <C>
Revenues:
Rental Income............................................... $ 51,778 $ 18,915
Tenant Recoveries and Other Income.......................... 12,532 6,169
--------- -----------
Total Revenues........................................... 64,310 25,084
--------- -----------

Expenses:
Real Estate Taxes........................................... 11,056 4,042
Repairs and Maintenance..................................... 2,563 816
Property Management......................................... 2,503 1,035
Utilities................................................... 1,891 761
Insurance................................................... 154 231
Other....................................................... 690 257
General and Administrative.................................. 3,918 3,005
Interest.................................................... 16,297 3,388
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs................................... 175 114
Depreciation and Other Amortization......................... 10,132 4,255
--------- -----------
Total Expenses........................................... 49,379 17,904
--------- -----------

Income Before Disposition of Interest Rate Protection
Agreements, Gain on Sales of Real Estate, Equity in Income
of Other Real Estate Partnerships and Extraordinary Loss..... 14,931 7,180
Disposition of Interest Rate Protection Agreements............ 4,038 ---
Gain on Sales of Real Estate.................................. 537 4,320
--------- -----------
Income Before Equity in Income of Other Real Estate
Partnerships and Extraordinary Loss.......................... 19,506 11,500
Equity in Income of Other Real Estate Partnerships............ 19,502 14,746
--------- -----------
Income Before Extraordinary Loss.............................. 39,008 26,246
Extraordinary Loss............................................ (3,428) (821)
--------- -----------
Net Income.................................................... $ 35,580 $ 25,425
========= ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE> 5

FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
1997 1996
-------------- ---------------
<S> <C> <C>
Revenues:
Rental Income.................................................. $ 19,331 $ 7,783
Tenant Recoveries and Other Income............................. 4,701 2,098
-------------- ---------------
Total Revenues.......................................... 24,032 9,881
-------------- ---------------

Expenses:
Real Estate Taxes.............................................. 4,123 1,473
Repairs and Maintenance........................................ 848 322
Property Management............................................ 737 472
Utilities...................................................... 731 296
Insurance...................................................... 59 131
Other.......................................................... 176 ---
General and Administrative..................................... 1,276 947
Interest....................................................... 7,190 1,480
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs...................................... 167 64
Depreciation and Other Amortization............................ 3,889 1,571
-------------- ---------------
Total Expenses.......................................... 19,196 6,756
-------------- ---------------

Income Before Gain on Sales of Real Estate and Equity in Income
of Other Real Estate Partnerships............................... 4,836 3,125
Gain on Sales of Real Estate..................................... 77 ---
-------------- ---------------
Income Before Equity in Income of Other Real Estate
Partnerships.................................................... 4,913 3,125
Equity in Income of Other Real Estate Partnerships............... 11,472 5,127
-------------- ---------------
Net Income....................................................... $ 16,385 $ 8,252
============== ===============
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE> 6

FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

Nine Months Ended Nine Months Ended
September 30, 1997 September 30, 1996
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................ $ 35,580 $ 25,425
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation............................................ 9,178 3,378
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs.............................. 175 114
Other Amortization...................................... 840 877
Disposition of Interest Rate Protection Agreements...... (4,038) ---
Gain on Sales of Real Estate............................ (537) (4,320)
Equity in Income of Other Real Estate Partnerships...... (19,502) (14,746)
Extraordinary Loss...................................... 3,428 821
Provision for Bad Debts................................. 79 75
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets............................ (15,237) (2,575)
Increase in Deferred Rent Receivable.................... (934) (1,124)
Increase in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits...... 11,970 900
Organization Costs...................................... (114) (22)
Decrease in Restricted Cash............................. --- 2,557
------------------ ------------------
Net Cash Provided by Operating Activities............. 20,888 11,360
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Additions to Investment in Real Estate.... (254,724) (147,005)
Contributions to Investment in Other Real Estate
Partnerships.......................................... (364,306) (20,566)
Distributions from Investment in Other Real Estate
Partnerships.......................................... 44,152 24,283
Proceeds from Sales of Investment in Real Estate........ 12,464 12,119
Funding of Mortgage Loans Receivable.................... (4,594) ---
Repayment of Mortgage Loans Receivable.................. 3,707 ---
------------------ ------------------
Net Cash Used in Investing Activities................. (563,301) (131,169)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions........................................... 164,901 106,343
Distributions........................................... (50,404) (35,190)
Preferred Distributions................................. (4,670) ---
Proceeds from Acquisition Facilities Payable............ 280,400 75,197
Repayments on Acquisition Facilities Payable............ (192,200) (61,121)
Proceeds from Mortgage Loans Payable.................... --- 36,750
Repayments on Mortgage Loans Payable.................... (605) (255)
Repayments on Construction Loans Payable................ --- (4,873)
Repayment of Promissory Notes Payable................... (9,919) ---
Book Overdraft ......................................... 251 ---
Proceeds from Defeasance Loan........................... 309,800 ---
Repayment of Defeasance Loan............................ (309,800) ---
Proceeds from Senior Unsecured Debt..................... 349,150 ---
Proceeds from Sale of Interest Rate Protection ......... 6,440 ---
Other Proceeds from Senior Unsecured Debt............... 2,246 ---
Debt Issuance Costs..................................... (7,472) (874)
------------------ ------------------
Net Cash Provided by Financing Activities............. 538,118 115,977
------------------ ------------------
Net Decrease in Cash and Cash Equivalents............... (4,295) (3,832)
Cash and Cash Equivalents, Beginning of Period.......... 4,295 6,493
------------------ ------------------
Cash and Cash Equivalents, End of Period................ $ --- $ 2,661
================== ==================

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE> 7

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

1. ORGANIZATION AND FORMATION OF COMPANY

First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 87.9% ownership interest at September 30, 1997. The Company also
owns preferred units with an aggregate liquidation priority of $150 million.
The limited partners owned approximately a 12.1% aggregate ownership interest
at September 30, 1997. The Company is a real estate investment trust (REIT) as
defined in the Internal Revenue Code. The Operating Partnership also owns a
wholly owned subsidiary named First Industrial Development Services Group,
L.L.C and a 95% economic interest in FR Development Services, Inc. The
minority ownership interest in FR Development Services, Inc. is not reflected
in the financial statements due to its immateriality. As of September 30,
1997, the Operating Partnership directly owned 245 in-service properties,
containing an aggregate of approximately 20.0 million square feet of gross
leasable area ("GLA"), as well as a 99% limited partnership interest (subject
in one case as described below to a preferred limited partnership interest) in
First Industrial Financing Partnership, L.P. (the "Financing Partnership"),
First Industrial Securities, L.P. (the "Securities Partnership"), First
Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First
Industrial Pennsylvania Partnership, L.P. (the "Pennsylvania Partnership"),
First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First
Industrial Indianapolis, L.P. (the "Indianapolis Partnership") and First
Industrial Development Services Group, L.P. (together, the "Other Real Estate
Partnerships"). On a combined basis, as of September 30, 1997, the Other Real
Estate Partnerships owned 248 in-service properties containing an aggregate of
approximately 21.6 million square feet of GLA. Of the 248 properties owned by
the Other Real Estate Partnerships, 195 were owned by the Financing
Partnership, 19 were owned by the Securities Partnership, 23 were owned by the
Mortgage Partnership, five were owned by the Pennsylvania Partnership, five
were owned by the Harrisburg Partnership and one was owned by the Indianapolis
Partnership.

The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest. Each
general partner of the Other Real Estate Partnerships is a wholly owned
subsidiary of the Company. The general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest which entitles it to receive a fixed quarterly
distribution, and results in it being allocated income in the same amount,
equal to the fixed quarterly dividend the Company pays on its 9.5% Series A
Preferred Stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying interim financial statements have been prepared in
accordance with the accounting policies described in the financial statements
and related notes included in the Operating Partnership's Amendment No. 3 to
Form S-3 as filed with the Securities and Exchange Commission on April 30, 1997
(the "Registration Statement"). These interim financial statements should be
read in conjunction with the December 31, 1996 audited financial statements and
notes thereto included in the Operating Partnership's Registration Statement.
The following notes to these interim financial statements highlight significant
changes to the notes included in the December 31, 1996 audited financial
statements included in the Operating Partnership's Registration Statement and
present interim disclosures as required by the Securities and Exchange
Commission.

<PAGE> 8

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

In order to conform with generally accepted accounting principles,
management, in preparation of the Operating Partnership's financial statements,
is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of September 30, 1997 and December 31, 1996, and the reported amounts of
revenues and expenses for the nine months and three months ended September 30,
1997 and 1996. Actual results could differ from those estimates.

In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary to present fairly the financial position of the
Operating Partnership as of September 30, 1997 and the results of operations
for the nine months and three months ended September 30, 1997 and 1996 and the
cash flows for the nine months ended September 30, 1997 and 1996 have been
included.

Tenant Accounts Receivable, net:

The Operating Partnership provides an allowance for doubtful accounts
against the portion of tenant accounts receivable which is estimated to be
uncollectible. Tenant accounts receivable in the balance sheets are shown net
of an allowance for doubtful accounts of $300 and $221 as of September 30,
1997 and December 31, 1996, respectively.

Recent Accounting Pronouncements:

In February 1997, the Financial Accounting Standard Board (the "FASB")
issued Statement of Financial Accounting Standard No. 129 ("FAS 129"),
"Disclosure of Information about Capital Structure," and is effective for
periods ending after December 15, 1997. This statement establishes standards
for disclosing information about an entity's capital structure. The financial
statements of the Operating Partnership are prepared in accordance with the
requirements of FAS No. 129.

In June 1997, the FASB issued Statement of Financial Standards No. 130,
"Reporting Comprehensive Income." This statement, effective for fiscal years
beginning after December 15, 1997, requires the Operating Partnership to report
components of comprehensive income in a financial statement that is displayed
with the same prominence as other financial statements. Comprehensive income
is defined by Concepts Statement No. 6, "Elements of Financial Statements" as
the change in the equity of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources. It
includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners. The Operating Partnership
has not yet determined its comprehensive income.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
This statement, effective for financial statements for periods beginning after
December 15, 1997, requires that a public business enterprise report financial
and descriptive information about its reportable operating segments.
Generally, financial information is required to be reported on the basis that
it is used internally for evaluating segment performance and deciding how to
allocate resources to segments. The Operating Partnership has not yet
determined the impact of this statement on its financial statements.

<PAGE> 9

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

3. INVESTMENT IN OTHER REAL ESTATE PARTNERSHIPS

The Investment in Other Real Estate Partnerships reflects the Operating
Partnership's 99% limited partnership equity interest in the entities
described in Note 1 to these financial statements.

Summarized condensed financial information as derived from the financial
statements of the Other Real Estate Partnerships is presented below:

Condensed Combined Balance Sheets:

September 30, December 31,
1997 1996
--------------- --------------
ASSETS
<S> <C> <C>
Assets:

Investment in Real Estate, Net.............................. $ 651,171 $ 613,685
Other Assets................................................ 359,843 48,602
------------- ------------
Total Assets........................................... $ 1,011,014 $ 662,287
============= ============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Mortgage Loans Payable..................................... $ 46,316 $ 346,504
Defeased Mortgage Loan Payable.............................. 300,000 ---
Other Liabilities........................................... 23,196 13,326
------------- ------------
Total Liabilities...................................... 369,512 359,830
------------- ------------
Partners' Capital........................................... 641,502 302,457
------------- ------------
Total Liabilities and Partners' Capital............... $ 1,011,014 $ 662,287
============= ============

Condensed Combined Statements of Operations:
Nine Months Ended
-----------------------------------------
September 30, September 30,
1997 1996
------------------ -----------------

Total Revenues.................................................. $ 90,852 $ 76,400
Property Expenses............................................... (22,377) (21,856)
Interest Expense................................................ (18,490) (18,210)
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs.................................... (1,919) (2,316)
Depreciation and Other Amortization............................. (17,333) (16,183)
Loss on Disposition of Interest Rate Protection Agreements...... (2,608) ---
Gain on Sales of Properties..................................... 3,649 ---
Extraordinary Loss.............................................. (9,135) ---
------------- ------------
Net Income...................................................... $ 22,639 $ 17,835
============= ============
</TABLE>

<PAGE> 10

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

4. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITY AND
PROMISSORY NOTES PAYABLE

In conjunction with an acquisition of a portfolio of properties on January
31, 1997, the Operating Partnership assumed two mortgage loans in the amount of
$3,800 (the "Lazarus Burman Mortgage Loan I") and $705 (the "Lazarus Burman
Mortgage Loan II") which are each collateralized by a property located in Long
Island, New York. The Lazarus Burman Mortgage Loan I bears interest at a fixed
interest rate of 10%, provides for interest only payments prior to maturity and
matures on July 11, 1998. The Lazarus Burman Mortgage Loan II is interest free
until February 1998 at which time the mortgage loan bears interest at 8% and
provides for interest only payments prior to maturity. The Lazarus Burman
Mortgage Loan II matures 180 days after the completion of a contingent event
relating to the environmental status of the property collateralizing the loan.

On April 4, 1997, the Operating Partnership borrowed $309.8 million from
an institutional lender (the "Defeasance Loan"). The Defeasance Loan was
unsecured, bore interest at LIBOR plus 1% and had a scheduled maturity of July
1, 1999. The gross proceeds from the Defeasance Loan were contributed to the
Financing Partnership which used the proceeds to purchase U.S. Government
Securities as substitute collateral to execute a legal defeasance of the 1994
Mortgage Loan (the "1994 Defeased Mortgage Loan"). The Defeasance Loan was
retired in May, 1997, with the net proceeds from the issuance of the 2007
Notes, the 2027 Notes and the 2011 Notes (as defined below). Due to the
prepayment of the Defeasance Loan, the Company has recorded an extraordinary
loss in the second quarter of 1997 of approximately $3.4 million. The
extraordinary loss consists of the write off of unamortized deferred financing
fees, legal costs and other expenses incurred in retiring the Defeasance Loan.

On May 13, 1997, the Operating Partnership issued $150 million (the "2007
Notes") and $100 million (the "2027 Notes") of senior unsecured debt which
mature on May 15, 2007 and May 15, 2027, respectively. The 2027 Notes are
redeemable, at the option of the holders thereof, on May 15, 2002. The 2007
Notes and the 2027 Notes bear a coupon interest rate of 7.60% and 7.15%,
respectively. Interest is paid semi-annually in arrears on May 15 and November
15. The issue prices of the 2007 Notes and the 2027 Notes were 99.965% and
99.854%, respectively. The Operating Partnership also entered into interest
rate protection agreements which were used to hedge the interest rate on the
2007 Notes and the 2027 Notes. Including the impact of the offering discount
and the interest rate protection agreements, the Operating Partnership's
effective interest rates on the 2007 Notes and the 2027 Notes are 7.61% and
7.04%, respectively. The 2007 Notes and 2027 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.

On May 22, 1997, the Operating Partnership issued $100 million of senior
unsecured debt which matures on May 15, 2011 (the "2011 Notes"). The 2011
Notes bear a coupon interest rate of 7.375%. Interest is paid semi-annually in
arrears on May 15 and November 15. The 2011 Notes are redeemable at the option
of the holder thereof, on May 15, 2004. The Operating Partnership received
approximately $1.7 million of proceeds from the holder of the 2011 Notes as
consideration for the put option. The Operating Partnership will amortize the
put option proceeds over the life of the put option as an adjustment to
interest expense. The issue price of the 2011 Notes was 99.348%. The
Operating Partnership also entered into an interest rate protection agreement
which was used to hedge the interest rate on the 2011 Notes. Including the
impact of the offering discount, the proceeds from the put option and the
interest rate protection agreement, the Operating Partnership's effective
interest rate on the 2011 Notes is 7.18%. The 2011 Notes contain certain
covenants including limitation on incurrence of debt and debt service coverage.

<PAGE> 11

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

4. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITY AND
PROMISSORY NOTES PAYABLE, CONTINUED

The following table discloses certain information regarding the Operating
Partnership's mortgage loans, senior unsecured debt, acquisition facility and
promissory notes payable:

OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
---------------------------- --------------------------- -------------------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, MATURITY
1997 1996 1997 1996 1997 DATE
----------- ----------- ------------ ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS PAYABLE

CIGNA Loan...................... $ 35,955 $ 36,363 $ --- $ --- 7.50% 4/1/03
Assumed Loans................... 9,019 9,215 --- --- 9.25% 1/1/13
Lazarus Burman Mortgage
Loan I........................ 3,800 --- 50 --- 10.00% 7/11/98
Lazarus Burman Mortgage
Loan II...................... 705 --- --- --- (1) (1)
---------- --------- ----------- ----------

Total........................... $ 49,479 $ 45,578 $ 50 $ ---
========== ========= =========== ==========

SENIOR UNSECURED DEBT
- ---------------------
2007 Notes...................... $ 149,949 (2) $ --- $ 4,344 $ --- 7.60% 5/15/07
2011 Notes...................... 99,365 (2) --- 2,721 --- 7.375% 5/15/11 (3)
2027 Notes ..................... 99,856 (2) --- 2,643 --- 7.15% 5/15/27 (4)
---------- --------- ----------- ----------

Total........................... $ 349,170 $ --- $ 9,708 $ ---
========== ========= =========== ==========

ACQUISITION FACILITY PAYABLE
- ----------------------------
1996 Unsecured Acquisition
Facility...................... $ 92,600 $ 4,400 $ 450 $ 3 6.63% 4/1/00
========== ========= ============ ==========
PROMISSORY NOTES PAYABLE
- ------------------------
Promissory Notes................ $ --- $ 9,919 $ --- $ 68 1/6/97
========== ========= =========== ==========

</TABLE>

(1) The Lazarus Burman Mortgage Loan II is interest free until February 1998
at which time the mortgage loan bears interest at 8%. The loan matures as
described above.
(2) The 2007 Notes, 2011 Notes and 2027 Notes are net of unamortized
discounts of $51, $635 and $144, respectively.
(3) The 2011 Notes are redeemable at the option of the holder thereof, on May
15, 2004.
(4) The 2027 Notes are redeemable at the option of the holders thereof, on
May 15, 2002.

The following is a schedule of maturities of the mortgage loans, senior
unsecured debt and acquisition facility payable for the next five years ending
December 31, and thereafter:

<TABLE>
<S> <C>
Amount
--------
1997 $ 139
1998 4,677
1999 950
2000 93,630
2001 1,116
Thereafter 390,862
--------
Total $491,374
========
</TABLE>

The maturity date of the Lazarus Burman Mortgage Loan II is based on a
contingent event. As a result, this loan is not included in the above table.

<PAGE> 12

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

4. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITY AND
PROMISSORY NOTES PAYABLE, CONTINUED

5. PARTNERS' CAPITAL

On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each
representing 1/100 of a share of the Company's 8 3/4% Series B Cumulative
Preferred Stock (the "Series B Preferred Shares"), at an initial offering price
of $25 per Depositary Share. The net proceeds of approximately $96.3 million
were contributed to the Operating Partnership in exchange for 8 3/4% Series B
Preferred Units in the Operating Partnership, the economic terms of which will
be substantially identical to the Series B Preferred Shares. The Operating
Partnership will be required to make all required distributions on the Series B
Preferred Units (which will mirror the payments of distributions, including
accrued and unpaid distributions upon redemption, and of the liquidation
preference amount on the Series B Preferred Shares represented by the
Depositary Shares) prior to any distribution of cash or assets to the holders
of the Operating Partnership units or to the holders of any other equity
interests in the Operating Partnership, except for any other series of
preference units ranking on a parity with the Series B Preferred Units as to
distributions and/or liquidation rights and except for distributions required
to enable the Company to maintain its qualification as a REIT.

On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100 of a share of the Company's 8 5/8% Series C Cumulative
Preferred Stock (the "Series C Preferred Shares"), at an initial offering price
of $25 per Depositary Share. The net proceeds of approximately $48.0 million
were contributed to the Operating Partnership in exchange for 8 5/8% Series C
Preferred Units in the Operating Partnership, the economic terms of which will
be substantially identical to the Series C Preferred Shares. The Operating
Partnership will be required to make all required distributions on the Series C
Preferred Units (which will mirror the payments of distributions, including
accrued and unpaid distributions upon redemption, and of the liquidation
preference amount on the Series C Preferred Shares represented by the
Depositary Shares) prior to any distribution of cash or assets to the holders
of the Operating Partnership units or to the holders of any other equity
interests in the Operating Partnership, except for any other series of
preference units ranking on a parity with the Series C Preferred Units as to
distributions and/or liquidation rights and except for distributions required
to enable the Company to maintain its qualification as a REIT.

On September 16, 1997, the Company issued 637,440 shares of $.01 par value
common stock (the "September 1997 Equity Offering"). The net proceeds of
approximately $18,900 received from the September 1997 Equity Offering were
contributed to the Operating Partnership (the "September 1997 Capital
Contribution"). The September 1997 Capital Contribution is reflected in the
Operating Partnership's financial statements as a capital contribution.

<PAGE> 13

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

5. PARTNERS' CAPITAL, CONTINUED

On January 20, 1997, the Operating Partnership paid a fourth quarter 1996
distribution of 50.5 cents per unit, totaling approximately $16.3 million. On
April 21, 1997, the Operating Partnership paid a first quarter 1997
distribution of 50.5 cents per unit, totaling approximately $16.9 million. On
July 21, 1997, the Operating Partnership paid a second quarter 1997
distribution of 50.5 cents per unit, totaling approximately $17.2 million.

On June 30, 1997, the Operating Partnership paid a second quarter prorated
preferred unit distribution of 27.95 cents per preferred unit on its Series B
Preferred Units, totaling in the aggregate approximately $1.1 million. On
September 30, 1997, the Operating Partnership paid a third quarter preferred
unit distribution of 54.6875 cents per preferred unit on its Series B Preferred
Units. On September 30, 1997, the Operating Partnership paid a third quarter
preferred unit distribution and a period prorated second quarter preferred unit
distribution totaling, in the aggregate, 68.123 cents per preferred unit on its
Series C Preferred Units. The preferred unit distributions paid on September
30, 1997 totaled, in the aggregate, approximately $3.5 million.

6. ACQUISITION OF REAL ESTATE

During the nine months ended September 30, 1997, the Operating Partnership
acquired 107 existing industrial properties and several land parcels. The
aggregate purchase price for these properties totaled approximately $300.8
million, excluding costs incurred in conjunction with the acquisition of the
properties.

7. DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS

In May 1997, the Operating Partnership sold its interest rate protection
agreements. The gross proceeds from the sale of the interest rate protection
agreements were approximately $6.4 million. The gain on disposition of the
interest rate protection agreements was approximately $4.0 million.

8. SALES OF REAL ESTATE

In June 1997, the Operating Partnership sold two properties in Atlanta,
Georgia. In September 1997, the Operating Partnership sold a land parcel
located in Lorain County, Ohio. Gross proceeds from these sales were
approximately $12.5 million. The gain on sales of real estate was
approximately $.5 million.

<PAGE> 14

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

9. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
Nine Months Ended
--------------------------------------
September 30, September 30,
1997 1996
------------ -------------
<S> <C> <C>
Interest paid, net of capitalized interest.............. $ 6,159 $ 3,667
=========== ============
Interest capitalized.................................... $ 220 $ 158
=========== ============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:

Distributions payable on Operating Partnership units.... $ 17,706 $ 12,802
=========== ============

IN CONJUNCTION WITH THE PROPERTY ACQUISITIONS,
THE FOLLOWING ASSETS AND LIABILITIES WERE ASSUMED AND
OPERATING PARTNERSHIP UNITS EXCHANGED:

Purchase of real estate................................. $ 300,845 $ 162,775
Accrued real estate taxes and security deposits......... (3,158) (2,001)
Mortgage loans.......................................... (4,505) (9,417)
Promissory Notes Payable................................ --- (9,919)
Operating Partnerships units............................ (58,518) (15,398)
----------- ------------
$ 234,664 $ 126,040
=========== ============
</TABLE>

10. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Operating Partnership is involved in
legal actions arising from the ownership of its properties. In management's
opinion, the liabilities, if any, that may ultimately result from such legal
actions are not expected to have a materially adverse effect on the financial
position, results of operations or liquidity of the Operating Partnership.

11. SUBSEQUENT EVENTS

From October 1, 1997 to November 12, 1997, the Company acquired 114
industrial properties and one land parcel. The aggregate purchase price for
these acquisitions totaled approximately $213.4 million, excluding costs
incurred in conjunction with the acquisition of the properties.

On October 15, 1997, the Company issued 5,400,000 shares of $.01 par value
common stock (the "October 1997 Equity Offering"). The net proceeds of
approximately $177,210 received from the October 1997 Equity Offering were
contributed to the Operating Partnership (the "October 1997 Capital
Contribution"). The October 1997 Capital Contribution will be reflected in the
Operating Partnership's financial statements as a capital contribution.

<PAGE> 15

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

11. SUBSEQUENT EVENTS, CONTINUED

On October 20, 1997, the Operating Partnership paid a third quarter 1997
distribution of 50.5 cents per unit, totaling approximately $17.7 million.

On October 28, 1997, the Operating Partnership executed a distribution
agreement with a group of agents to issue medium-term notes, due nine months or
more from the date of issue, in an aggregate initial offering of up to
$300,000. The Operating Partnership has not yet issued any medium-term notes
under this medium term note program.

In October 1997, the Company entered into two interest rate protection
agreements. The first interest rate protection agreement has a notional value
of $100,000, a settlement date of July 2, 1998 and a forward yield of 6.317%
based on the 30-year treasury bond. The second interest rate protection
agreement has a notional value of $100,000, a settlement date of July 2, 1998
and a forward yield of 6.037% based on the ten year treasury note. These
interest rate protection agreements will be used to hedge the interest rate on
an anticipated offering of unsecured debt.

12. PRO FORMA FINANCIAL INFORMATION

Due to the acquisition of 224 properties between January 1, 1996 and
September 30, 1997 and the issuance of Series B Preferred Units, Series C
Preferred Units and the September 1997 Capital Contribution, the historical
results of operations are not indicative of future results of operations. The
following Pro Forma Condensed Statements of Operations for the nine months
ended September 30, 1997 and 1996 are presented as if such property
acquisitions, the Series B Preferred Units, the Series C Preferred Units and
the September 1997 Capital Contribution had occurred at January 1, 1996, and
therefore include pro forma information. The pro forma information is based
upon historical information and does not purport to present what actual results
would have been had such transactions, in fact, occurred at January 1, 1996, or
to project results for any future period.

PRO FORMA CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Nine Months Ended
--------------------------------------
September 30, September 30,
1997 1996
------------------ ------------------
<S> <C> <C>
Total Revenues........................................ $ 76,272 $ 72,367
Property Expenses..................................... (22,305) (22,319)
General and Administrative Expense.................... (3,918) (3,005)
Interest Expense...................................... (17,777) (9,320)
Depreciation and Amortization......................... (12,129) (10,947)
------------------ ------------------
Income Before Disposition of Interest Rate
Protection Agreements, Gain on Sales of
Real Estate, Equity in Income of
Other Real Estate Partnerships and
Extraordinary Loss................................. 20,143 26,776

Disposition of Interest Rate Protection Agreements.... 4,038 -
Gain on Sales of Real Estate.......................... 537 4,320
------------------ ------------------
Income Before Equity in Income of
Other Real Estate Partnerships and
Extraordinary Loss................................. 24,718 31,096

Equity in Other Real Estate Partnerships.............. 19,865 15,998
------------------ ------------------
Income Before Extraordinary Loss...................... $ 44,583 $ 47,094
================== ==================
</TABLE>

<PAGE> 16

FIRST INDUSTRIAL, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of First Industrial, L.P.'s (the
"Operating Partnership") financial condition and results of operations should
be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10-Q.

RESULTS OF OPERATIONS

At September 30, 1997, the Operating Partnership owned 245 in-service
properties with approximately 20.0 million square feet of gross leasable area
("GLA"), compared to 86 in-service properties with approximately 9.8 million
square feet of GLA at September 30, 1996. The addition of 162 properties
acquired or developed between October 1, 1996 and September 30, 1997 included
the acquisitions of 157 properties comprising approximately 10.2 million square
feet and the completed construction of five build-to-suit properties containing
a total of approximately .5 million square feet. The sales of three properties
comprised of approximately .5 million square feet were also completed between
October 1, 1996 and September 30, 1997.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 TO NINE MONTHS ENDED
SEPTEMBER 30, 1996

Rental income and tenant recoveries and other income increased by $39.2
million or 156.4% due primarily to the properties acquired or developed after
September 30, 1996. Revenues from properties owned prior to January 1, 1996,
remained relatively unchanged.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by $11.7 million or 164.0% due primarily to the properties acquired
or developed after September 30, 1996. Expenses from properties owned prior to
January 1, 1996, remained relatively unchanged.

General and administrative expense increased by $.9 million due primarily
to the additional expenses associated with managing the Operating Partnership's
growing operations including additional professional fees relating to
additional properties owned and additional personnel to manage and expand the
Operating Partnership's business.

Interest expense increased by $12.9 million for the nine months ended
September 30, 1997 compared to the nine months ended September 30, 1996 due
primarily to an increase in borrowings which were contributed to First
Industrial Financing Partnership, L.P. (the "Financing Partnership") to fund
the purchase of U.S. Government securities to legally defease the Financing
Partnership's $300 million mortgage loan (the "1994 Defeased Mortgage Loan")
and additional borrowings to fund the acquisition of additional properties.

Depreciation and other amortization increased by $5.9 million due
primarily to the additional depreciation and amortization related to the
properties acquired after September 30, 1996.

The disposition of interest rate protection agreements in 1997 represents
the sale of the Operating Partnership's interest rate protection agreements.
The gain on disposition of the interest rate protection agreements was
approximately $.5 million.

The $.5 million gain on sales of real estate resulted from the sale of two
properties located in Atlanta, Georgia and a land parcel located in Lorain
County, Ohio. Gross proceeds from this sale were approximately $12.5 million.

<PAGE> 17

Equity in Income of Other Real Estate Partnerships increased by 4.8
million or 32.3% due primarily to one of the Other Real Estate Partnerships
recognizing an increase in same store net operating income, one of the Other
Real Estate Partnerships having a full nine months of operations from its
properties in 1997 compared to a partial nine months of Operations in 1996 and
two of the Other Real Estate Partnerships having a greater amount of in-service
properties for the nine months ended 1997 compared to the nine months ended
1996.

The $3.4 million extraordinary loss in 1997 consists of the write-off of
unamortized deferred financing fees, legal costs and other expenses incurred in
retiring the Company's $309.8 million unsecured loan from an institutional
investor.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1997 TO THREE MONTHS ENDED
SEPTEMBER 30, 1996

Revenues increased by $14.2 million or 143.2% due primarily to the
properties acquired or developed after September 30, 1996. Revenues from
properties owned prior to January 1, 1996, increased by approximately $.5
million or 5.7% due to a decrease in tenant recovery income charges due to a
decrease in property expenses incurred for the three months ended September 30,
1997.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by $4.0 million or 147.7% due primarily to the properties acquired or
developed after September 30, 1996. Expenses from properties owned prior to
January 1, 1996, decreased by approximately $.4 million or 16.5% due to a
decrease in real estate taxes and insurance expenses.

General and administrative expense increased by $.3 million due primarily
to the additional expenses associated with managing the Operating Partnership's
growing operations including additional professional fees relating to
additional properties owned and additional personnel to manage and expand the
Operating Partnership's business.

Interest expense increased by $5.7 million for the three months ended
September 30, 1997 compared to the three months ended September 30, 1996 due
primarily to an increase in borrowings which were contributed to the Financing
Partnership to fund the purchase of U.S Government securities to legally
defease the 1994 Defeased Mortgage Loan and additional borrowings to fund the
acquisition of additional properties.

Depreciation and other amortization increased by $2.3 million due
primarily to the additional depreciation and amortization related to the
properties acquired after September 30, 1996.

The $.1 million gain on sales of real estate resulted from the sale of a
land parcel located in Lorain County, Ohio. Gross proceeds from this sale were
approximately $.3 million.

Equity in Income of Other Real Estate Partnerships increased by $6.3
million or 123.8% due primarily to one of the Other Real Estate Partnerships
recognizing interest income on the U.S. Government securities that were used to
legally defease the 1994 Defeased Mortgage Loan for the three months ended
September 30, 1997, two of the Other Real Estate Partnerships having a greater
amount of in-service properties for the three months ended September 30, 1997
compared to the three months ended September 30, 1996 and one of the Other Real
Estate Partnerships recognizing interest income on mortgage loans receivable
for the three months ended September 30, 1997.

<PAGE> 18

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $20.9 million for the nine
months ended September 30, 1997 compared to $11.4 million for the nine months
ended September 30, 1996. This increase is due primarily to an increase in net
operating income due to the operations of properties acquired or developed
between October 1, 1996 and September 30, 1997.

Net cash used in investing activities increased to $563.3 million from
$131.2 million due primarily to a $309.8 million capital contribution to one of
the Other Real Estate Partnerships which used the funds to purchase U.S.
Government securities to legally defease the 1994 Defeased Mortgage Loan as
well as an increase in the acquisition of properties.

Net cash provided by financing activities increased to $538.1 million for
the nine months ended September 30, 1997 from $116.0 million for the nine
months ended September 30, 1996 due to an increase in borrowings to fund a
capital contribution to one of the Other Real Estate Partnerships as well as
additional borrowings and capital contributions during the nine months ended
September 30, 1997 to fund the acquisition of properties which was partially
offset by an increase in distributions for the nine months ended September 30,
1997 due to the issuance of additional Operating Partnership units in 1996 and
1997 as well as an increase in per unit distributions.

The ratio of earnings to fixed charges and preferred stock distributions
was 2.38 for the nine months ended September 30, 1997 compared to 6.95 for the
nine months ended September 30, 1996. The decrease is primarily due to
increased interest expense as discussed in the "Results of Operations" above.

Between January 1, 1997 and September 30, 1997, the Operating Partnership
purchased 107 industrial properties comprising approximately 7.4 million square
feet and several parcels of land, for an aggregate purchase price of
approximately $300.8 million. The acquisitions activity were financed with
borrowings under the Operating Partnership's $200 million unsecured revolving
credit facility (the "1996 Unsecured Acquisition Facility"), capital
contributions and $4.5 million of indebtedness assumed in connection with
property acquisitions.

The Operating Partnership has committed to the construction of three
industrial properties and an expansion of an existing industrial property. The
estimated total costs are approximately $19.8 million. These developments are
expected to be funded with cash flow from operations as well as borrowings
under the Operating Partnership's 1996 Unsecured Acquisition Facility.

<PAGE> 19

In September 1997, the Operating Partnership entered into an interest rate
protection agreement with a notional value of $100,000, a settlement date of
January 2, 1998 and a forward yield of 6.13% based on the 10-year treasury
note. This interest rate protection agreement will be used to hedge the
interest rate on an anticipated offering of unsecured debt. In October 1997,
the Company entered into two interest rate protection agreements. The first
interest rate protection agreement has a notional value of $100,000, a
settlement date of July 2, 1998 and a forward yield of 6.317% based on the
30-year treasury bond. The second interest rate protection agreement has a
notional value of $100,000, a settlement date of July 2, 1998 and a forward
yield of 6.037% based on the ten year treasury note. These interest rate
protection agreements will be used to hedge the interest rate on an anticipated
offering of unsecured debt.

<PAGE> 20

On October 15, 1997, the Company issued 5,400,000 shares of $.01 par value
common stock (the "October 1997 Equity Offering"). The net proceeds of
approximately $177,210 received from the October 1997 Equity Offering was
contributed to the Operating Partnership (the "October 1997 Capital
Contribution"). The October 1997 Capital Contribution will reflected in the
Operating Partnership's financial statements as a capital contribution.

On June 30, 1997, the Operating Partnership paid a second quarter period
prorated preferred unit distribution of 27.95 cents per preferred unit on its
Series B Preferred Units, totaling in the aggregate approximately $1.1 million.
On September 30, 1997, the Operating Partnership paid a third quarter preferred
unit distribution of 54.6875 cents per preferred unit on its Series B Preferred
Units. On September 30, 1997, the Operating Partnership paid a third quarter
preferred unit distribution and a period prorated second quarter preferred unit
distribution totaling, in the aggregate, 68.123 cents per preferred unit on its
Series C Preferred Units. The preferred unit distributions paid on September
30, 1997 totaled, in the aggregate, approximately $3.5 million.

The Operating Partnership has considered its short-term (less than one
year) liquidity needs and the adequacy of its estimated cash flow from
operations and other expected liquidity sources to meet these needs. The
Operating Partnership believes that its principal short-term liquidity needs
are to fund normal recurring expenses, debt service requirements and the
minimum distribution required to maintain the First Industrial Realty Trust,
Inc.'s (the "Company") REIT qualification under the Internal Revenue Code. The
Operating Partnership anticipates that these needs will be met with cash flows
provided by operating activities.

<PAGE> 21

The Operating Partnership expects to meet long-term (greater than one
year) liquidity requirements such as property acquisitions, scheduled debt
maturities, major renovations, expansions and other nonrecurring capital
improvements through long-term secured and unsecured indebtedness and the
issuance of additional Operating Partnership units. The Operating Partnership
may finance the development or acquisition of additional properties through
borrowings under the 1996 Unsecured Acquisition Facility. At September 30,
1997, borrowings under the 1996 Unsecured Acquisition Facility bore interest at
a weighted average interest rate of 6.63%. As of September 30, 1997, the
Operating Partnership had approximately $105.3 million available in additional
borrowings under the 1996 Unsecured Acquisition Facility. While the Operating
Partnership may sell properties if property or market conditions make it
desirable, the Operating Partnership does not expect to sell assets in the
foreseeable future to satisfy its liquidity requirements.

OTHER

In February 1997, the FASB issued Statement of Financial Accounting
Standard No. 129 ("FAS 129"), "Disclosure of Information about Capital
Structure," and is effective for periods ending after December 15, 1997. This
statement establishes standards for disclosing information about an entity's
capital structure. The financial statements of the Operating Partnership are
prepared in accordance with the requirements of SFAS No. 129.

In June 1997, the FASB issued Statement of Financial Standards No. 130,
"Reporting Comprehensive Income." This statement, effective for fiscal years
beginning after December 15, 1997, would require the Operating Partnership to
report components of comprehensive income in a financial statement that is
displayed with the same prominence as other financial statements.
Comprehensive income is defined by Concepts Statement No. 6, "Elements of
Financial Statements" as the change in the equity of a business enterprise
during a period from transactions and other events and circumstances from
nonowner sources. It includes all changes in equity during a period except
those resulting from investments by owners and distributions to owners. The
Operating Partnership has not yet determined its comprehensive income.

PART II. OTHER INFORMATION

<PAGE> 22

ITEM 1. LEGAL PROCEEDINGS
None.

ITEM 2. CHANGES IN SECURITIES
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5. OTHER INFORMATION
Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<PAGE> 23

Exhibit No. Description

4.1 Third Amendment of the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P. (incorporated by
reference to Exhibit 10.1 of Form 10-Q of the Company for the
fiscal quarter ended September 30, 1997, File No. 1-13102).

4.2 Fourth Amendment of the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P. (incorporated by
reference to Exhibit 10.2 of Form 10-Q of the Company for the
fiscal quarter ended September 30, 1997, File No. 1-13102).

4.3 Fifth Amendment of the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P. (incorporated by
reference to Exhibit 10.3 of Form 10-Q of the Company for the
fiscal quarter ended September 30, 1997, File No. 1-13102).

4.4 Sixth Amendment of the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P. (incorporated by
reference to Exhibit 10.4 of Form 10-Q of the Company for the
fiscal quarter ended September 30, 1997, File No. 1-13102).

4.5 Seventh Amendment of the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P. (incorporated by
reference to Exhibit 10.5 of Form 10-Q of the Company for the
fiscal quarter ended September 30, 1997, File No. 1-13102).

4.6 Eighth Amendment of the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P. (incorporated by
reference to Exhibit 10.6 of Form 10-Q of the Company for the
fiscal quarter ended September 30, 1997, File No. 1-13102).

4.7 Supplemental Indenture No. 3 dated October 28, 1997 between the
Operating Partnership and First Trust National Association
providing for the issuance of Medium-term Notes due Nine Months or
More from Date of Issue (incorporated by reference to Exhibit 4 of
From 8-K dated November 3, 1997 as filed on November 3, 1997, File
No. 333-21873).

10.1 Distribution Agreement dated October 28, 1997 between the
Operating Partnership and J.P. Morgan Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, First Chicago Capital Markets, Inc.
and UBS Securities, LLC (incorporated by reference to Exhibit 1 of
Form 8-K dated November 3, 1997 as filed on November 3, 1997, file
No. 333-21873).

27 *Financial Data Schedule

*Filed herewith.

<PAGE> 24

Reports on Form 8-K and Form 8-K/A

Report on Form 8-K dated June 30, 1997, as amended by the report on Form 8-K/A
No. 1 filed September 4, 1997, as further amended by the report on Form 8-K/A
No. 2 filed October 16, 1997 relating to the acquisition of 64 properties, one
parking lot and land parcels for future development. The reports included
Combined Historical Statements of Revenues and Certain Expenses for the
acquired properties and Pro Forma Statements of Operations for First
Industrial, L.P.

<PAGE> 25

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

FIRST INDUSTRIAL REALTY TRUST, INC.
ITS SOLE GENERAL PARTNER

Date: November 13, 1997 By: /s/ Michael J. Havala
--------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and
Accounting Officer)

24
<PAGE> 26

EXHIBIT INDEX

Exhibit No. Description

27 *Financial Data Schedule

*Filed herewith.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST INDUSTRIAL, L.P. FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 3,628
<ALLOWANCES> (300)
<INVENTORY> 0
<CURRENT-ASSETS> 3,328
<PP&E> 664,745
<DEPRECIATION> (17,097)
<TOTAL-ASSETS> 1,277,647
<CURRENT-LIABILITIES> 25,127
<BONDS> 491,249
0
0
<COMMON> 0
<OTHER-SE> 737,731
<TOTAL-LIABILITY-AND-EQUITY> 1,277,647
<SALES> 64,310
<TOTAL-REVENUES> 64,310
<CGS> (18,857)
<TOTAL-COSTS> (18,857)
<OTHER-EXPENSES> (14,225)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (16,297)
<INCOME-PRETAX> 39,008
<INCOME-TAX> 0
<INCOME-CONTINUING> 39,008
<DISCONTINUED> 0
<EXTRAORDINARY> (3,428)
<CHANGES> 0
<NET-INCOME> 35,580
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>