1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A NO. 1

Current report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

------------------

Commission File Number 333-21873

Date of Report (date of earliest event reported): DECEMBER 29, 2000

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)

ITEM 5. OTHER EVENTS

First Industrial, L.P. (the "Operating Partnership"), several limited
liability companies in which the Operating Partnership is their sole member, and
FR Development Services, Inc., in which the Operating Partnership owns a 95%
economic interest (the "Consolidated Operating Partnership"), acquired 80
operating industrial properties from unrelated parties during the period January
1, 2000 through December 29, 2000. Partnerships in which the Operating
Partnership owns at least a 99% limited partnership interest (the "Other Real
Estate Partnerships") purchased one operating industrial property from an
unrelated party during the period January 1, 2000 through December 29, 2000. The
combined purchase price of the 80 operating industrial properties acquired by
the Consolidated Operating Partnership totaled approximately $255.7 million,
excluding closing costs incurred in conjunction with the acquisition of the
industrial properties. The purchase price of the one operating industrial
property acquired by the Other Real Estate Partnerships was approximately $6.3
million, excluding closing costs incurred in conjunction with the acquisition of
the industrial property. The 80 operating industrial properties acquired by the
Consolidated Operating Partnership and the one operating industrial property
acquired by the Other Real Estate Partnerships are described below and were
funded with proceeds from property sales, borrowings under the Operating
Partnership's $300 million unsecured revolving credit facility, general partner
and limited partner capital contributions or working capital. The Consolidated
Operating Partnership and the Other Real Estate Partnerships will operate the
facilities as industrial rental property.

PROPERTIES ACQUIRED BY THE CONSOLIDATED OPERATING PARTNERSHIP AND THE OTHER REAL
ESTATE PARTNERSHIPS:

- - On January 12, 2000, the Consolidated Operating Partnership purchased two
research and development/flex properties and one light industrial property
totaling 144,514 square feet, in the aggregate, located in the metropolitan
area of Houston, Texas. The aggregate purchase price for these properties
was approximately $6.6 million. The properties were purchased from Fidelity
National 1031 Exchange Services, Inc., a California corporation,
Intermediary under exchange, No. Ex-02-5254 for Carson Dominguez.

- - On January 27, 2000, the Consolidated Operating Partnership purchased three
bulk warehouse properties totaling 339,050 square feet, in the aggregate,
located in the metropolitan area of Nashville, Tennessee. The aggregate
purchase price for these properties was approximately $6.8 million. The
properties were purchased from Ozburn-Hessey Co., a Tennessee corporation.

- - On January 27, 2000, the Consolidated Operating Partnership purchased a
79,329 square foot regional warehouse property located in the metropolitan
area of Moorestown, New Jersey. The purchase price for the property was
approximately $3.4 million. The property was purchased from Michael Cassano
& Sons, a New Jersey general partnership.

- - On February 25, 2000, the Other Real Estate Partnerships purchased a
214,320 square foot bulk warehouse property located in the metropolitan
area of Philadelphia, Pennsylvania. The purchase price for the property was
approximately $6.3 million. The property was purchased from Madonna
Management Company, Inc, a Delaware corporation.

- - On March 31, 2000, the Consolidated Operating Partnership purchased a
130,949 square foot bulk warehouse property located in the metropolitan
area of Dallas, Texas. The purchase price for the property was
approximately $3.1 million. The property was purchased from ProLogis Trust.

- - On April 18, 2000, the Consolidated Operating Partnership purchased a
38,668 square foot light industrial property located in the metropolitan
area of Harrisburg, Pennsylvania. The purchase price for the property was
approximately $1.0 million. The property was purchased from Penn Appliance
Distributors, Inc.

- - On April 25, 2000, the Consolidated Operating Partnership purchased a
251,850 square foot bulk warehouse property located in the metropolitan
area of Dallas, Texas. The purchase price for the property was
approximately $5.5 million. The property was purchased from TriNet
Corporate Partners II, L.P.

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- - On June 30, 2000, the Consolidated Operating Partnership purchased eight
regional warehouse properties, five research and development/flex
properties and five bulk warehouse properties totaling 1,303,317 square
feet, in the aggregate, located in the metropolitan area of Dallas, Texas.
The aggregate purchase price for these properties was approximately $44.3
million. The properties were purchased from Kancro, L.P, a Delaware limited
partnership.

- - On September 6, 2000, the Consolidated Operating Partnership purchased
three light industrial properties totaling 69,592 square feet, in the
aggregate, located in the metropolitan area of Los Angeles, California. The
aggregate purchase price for these properties was approximately $4.3
million. The properties were purchased from Voit Cal Ptrs I & III, LLC, a
California limited liability company.

- - On September 20, 2000, the Consolidated Operating Partnership purchased two
light industrial properties totaling 30,157 square feet, in the aggregate,
located in the metropolitan area of Los Angeles, California. The aggregate
purchase price for these properties was approximately $1.7 million. The
properties were purchased from Bixby Land Company.

- - On September 28, 2000, the Consolidated Operating Partnership purchased
five light industrial properties, four research and development/flex
properties and three bulk warehouse properties totaling 1,257,143 square
feet, in the aggregate, located in the metropolitan area of Pine Brook, New
Jersey. The aggregate purchase price for these properties was approximately
$82.0 million. The properties were purchased from CalEast Industrial
Investors, LLC, a California limited liability company, its duly authorized
agent, and LaSalle Investment Management, Inc., a Maryland corporation, its
member.

- - On December 5, 2000, the Consolidated Operating Partnership purchased three
light industrial properties totaling 125,298 square feet, in the aggregate,
located in the metropolitan area of Baltimore, Maryland. The aggregate
purchase price for these properties was approximately $6.7 million. The
properties were purchased from Alcalde Realty Partners, LLC.

- - On December 14, 2000, the Consolidated Operating Partnership purchased six
research and development/flex properties totaling 179,494 square feet, in
the aggregate, located in the metropolitan area of Tampa, Florida. The
aggregate purchase price for these properties was approximately $10.9
million. The properties were purchased from Connecticut General Life
Insurance Company, a specifically chartered Connecticut corporation.

- - On December 18, 2000, the Consolidated Operating Partnership purchased 13
light industrial properties, two regional warehouse properties, two
research and development/flex properties and one bulk warehouse property
totaling 1,218,800 square feet, in the aggregate, located in the
metropolitan area of Chicago, Illinois. The aggregate purchase price for
these properties was approximately $52.6 million. The properties were
purchased from OTR, an Ohio general partnership.

- - On December 29, 2000, the Consolidated Operating Partnership purchased one
light industrial property and one research and development/flex property
totaling 234,683 square feet, in the aggregate, located in the metropolitan
area of Denver, Colorado. The aggregate purchase price for these properties
was approximately $16.8 million. The properties were purchased from
Principal Life Insurance Company.

- - On December 29, 2000, the Consolidated Operating Partnership purchased four
light industrial properties and two regional warehouse properties totaling
208,197 square feet, in the aggregate, located in the metropolitan area of
Detroit, Michigan. The aggregate purchase price for these properties was
approximately $10.0 million. The properties were purchased from the
Prudential Insurance Company of America, a New Jersey corporation.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition A Properties - Unaudited.

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition I Properties and Notes thereto with Independent
Accountant's report dated June 28, 2000.

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition II Properties and Notes thereto with Independent
Accountant's report dated February 2, 2001.

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition III Properties and Notes thereto with Independent
Accountant's report dated December 8, 2000.

(b) Pro Forma Financial Information:

Pro Forma Balance Sheet as of September 30, 2000.

Pro Forma Statement of Operations for the Nine Months Ended September
30, 2000.

Pro Forma Statement of Operations for the Year Ended December 31,
1999.

Exhibit No. Description
- ----------- -----------
23 Consent of PricewaterhouseCoopers LLP,
Independent Accountants

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INDEX TO FINANCIAL STATEMENTS

PAGE
----

2000 ACQUISITION A PROPERTIES

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition A Properties for the Nine Months Ended September
30, 2000 and the Year Ended December 31, 1999 - Unaudited.............. 5

2000 ACQUISITION I PROPERTIES

Report of Independent Accountants...................................... 6

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition I Properties for the Nine Months Ended September
30, 2000 (Unaudited) and for the Year Ended December 31, 1999.......... 7

Notes to Combined Historical Statements of Revenues and Certain
Expenses............................................................... 8-9

2000 ACQUISITION II PROPERTIES

Report of Independent Accountants...................................... 10

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition II Properties for the Nine Months Ended September
30, 2000 (Unaudited) and for the Year Ended December 31, 1999.......... 11

Notes to Combined Historical Statements of Revenues and Certain
Expenses............................................................... 12-13

2000 ACQUISITION III PROPERTIES

Report of Independent Accountants...................................... 14

Combined Historical Statements of Revenues and Certain Expenses for
the 2000 Acquisition III Properties for the Nine Months Ended
September 30, 2000 (Unaudited) and for the Year Ended December 31,
1999................................................................... 15

Notes to Combined Historical Statements of Revenues and Certain
Expenses............................................................... 16-17

PRO FORMA FINANCIAL INFORMATION

Pro Forma Balance Sheet as of September 30, 2000....................... 18

Pro Forma Statement of Operations for the Nine Months Ended
September 30, 2000..................................................... 19

Notes to Pro Forma Financial Statements................................ 20-22

Pro Forma Statement of Operations for the Year Ended December 31,
1999................................................................... 23

Notes to Pro Forma Financial Statement................................. 24-25

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2000 ACQUISITION A PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

The Combined Historical Statements of Revenues and Certain Expenses as
shown below, present the summarized results of operations of 32 of 80 operating
industrial properties acquired during the period January 1, 2000 through
December 29, 2000 (the "2000 Acquisition A Properties") by First Industrial,
L.P. (the "Operating Partnership"), several limited liability companies in which
the Operating Partnership is their sole member, and FR Development Services,
Inc., in which the Operating Partnership owns a 95% economic interest (together,
the "Consolidated Operating Partnership"). The Combined Historical Statement of
Revenues and Certain Expenses for the Nine Months Ended September 30, 2000
includes operations only for the periods for which the 2000 Acquisition A
Properties were not owned by the Consolidated Operating Partnership. These
statements are exclusive of 18 operating industrial properties (the "2000
Acquisition I Properties"), 12 operating industrial properties (the "2000
Acquisition II Properties") and 18 operating industrial properties (the "2000
Acquisition III Properties") acquired by the Consolidated Operating Partnership
during the period January 1, 2000 through December 29, 2000 which have been
audited and are included elsewhere in this Form 8-K/A No. 1 and one operating
industrial property acquired by partnerships in which the Operating Partnership
has a 99% limited partnership interest during the period January 1, 2000 through
December 29, 2000.

The 2000 Acquisition A Properties were acquired for an aggregate
purchase price of approximately $76.8 million and have an aggregate gross
leaseable area of 1,831,781 square feet. A description of each property is
included in Item 5.

FOR THE NINE FOR THE
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2000 DECEMBER 31, 1999
(UNAUDITED) (UNAUDITED)
------------------ -----------------
Revenues:
Rental Income ......................... $4,586 $8,107
Tenant Recoveries and Other Income .... 1,118 1,400
------ ------
Total Revenues .................. 5,704 9,507
------ ------
Expenses:
Real Estate Taxes ..................... 690 1,320
Repairs and Maintenance ............... 403 740
Property Management ................... 199 334
Utilities ............................. 78 163
Insurance ............................. 21 47
Other ................................. 4 20
------ ------
Total Expenses .................. 1,395 2,624
------ ------

Revenues in Excess of Certain Expenses ... $4,309 $6,883
====== ======

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of First Industrial, L.P.

We have audited the accompanying combined historical statement of
revenues and certain expenses of the 2000 Acquisition I Properties as described
in Note 1 for the year ended December 31, 1999. This financial statement is the
responsibility of the 2000 Acquisition I Properties' management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit of this statement in accordance with auditing
standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement. An audit also includes assessing the
accounting principles used and the significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

The accompanying combined historical statement of revenues and certain
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No. 1 dated December 29, 2000 of First Industrial, L.P. and is not
intended to be a complete presentation of the 2000 Acquisition I Properties'
revenues and expenses.

In our opinion, the financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the 2000
Acquisition I Properties for the year ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States of America.

PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
June 28, 2000

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2000 ACQUISITION I PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 2000 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1999
------------------ -----------------
Revenues:
Rental Income ......................... $2,261 $5,008
Tenant Recoveries and Other Income .... 583 1,208
------ ------
Total Revenues .................. 2,844 6,216
------ ------
Expenses:
Real Estate Taxes ..................... 492 987
Repairs and Maintenance ............... 198 203
Property Management ................... 74 151
Utilities ............................. 22 37
Insurance ............................. 26 45
Other ................................. 30 13
------ ------
Total Expenses .................. 842 1,436
------ ------
Revenues in Excess of Certain Expenses ... $2,002 $4,780
====== ======

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

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2000 ACQUISITION I PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

1. BASIS OF PRESENTATION.

The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combined the results of operations of 18 operating industrial
properties acquired by First Industrial, L.P. (the "Operating Partnership"),
several limited liability companies in which the Operating Partnership is their
sole member, and FR Development Services, Inc., in which the Operating
Partnership owns a 95% economic interest (together, the "Consolidated Operating
Partnership") on June 30, 2000 (the "2000 Acquisition I Properties").

The 2000 Acquisition I Properties were acquired for an aggregate purchase
price of approximately $44.3 million.

SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
----------------- ---------- ----------- -------- -----------------

Dallas, TX 18 1,303,317 June 30, 2000 January 1, 1999

The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 2000 includes the operations
through June 30, 2000 for which the 2000 Acquisition I Properties were not owned
by the Consolidated Operating Partnership and reflects, in the opinion of
management, all adjustments necessary for a fair presentation of the interim
statement. All such adjustments are of a normal and recurring nature.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the 2000 Acquisition I Properties that may not be
comparable to the expenses expected to be incurred in future operations.
Management is not aware of any material factors relating to these properties
which would cause the reported financial information not to be necessarily
indicative of future operating results.

In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates and
assumptions that affect the reported amounts of revenues and certain expenses
during the reporting period. Actual results could differ from these estimates.

Revenue and Expense Recognition

The Statements have been prepared on the accrual basis of accounting.

Rental income is recorded when due from tenants based upon lease terms. The
effects of scheduled rent increases and rental concessions, if any, are
recognized on a straight-line basis over the term of the tenant's lease. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenue in the same period the
related expenses are incurred.

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2000 ACQUISITION I PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

3. FUTURE RENTAL REVENUES

The 2000 Acquisition I Properties are leased to tenants under net, semi-net
and gross operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1999 are approximately as follows:

2000
Acquisition II
Properties
--------------

2000 $ 4,325
2001 4,195
2002 3,794
2003 3,331
2004 2,805
Thereafter 5,411
-------
Total $23,861
=======

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of First Industrial, L.P.

We have audited the accompanying combined historical statement of
revenues and certain expenses of the 2000 Acquisition II Properties as described
in Note 1 for the year ended December 31, 1999. This financial statement is the
responsibility of the 2000 Acquisition II Properties' management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

In our opinion, the financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the 2000
Acquisition II Properties for the year ended December 31, 1999 in conformity
with accounting principles generally accepted in the United States of America.

PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
February 2, 2001

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2000 ACQUISITION II PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 2000 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1999
------------------ -----------------
Revenues:
Rental Income ......................... $ 6,415 $ 8,069
Tenant Recoveries and Other Income .... 2,285 2,803
------- -------
Total Revenues .................. 8,700 10,872
------- -------
Expenses:
Real Estate Taxes ..................... 1,189 1,508
Repairs and Maintenance ............... 694 1,395
Property Management ................... 275 382
Utilities ............................. 235 322
Insurance ............................. 43 57
Other ................................. 592 699
------- -------
Total Expenses .................. 3,028 4,363
------- -------

Revenues in Excess of Certain Expenses ... $ 5,672 $ 6,509
======= =======

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

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13

2000 ACQUISITION II PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

1. BASIS OF PRESENTATION.

The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combined the results of operations of 12 operating industrial
properties acquired by First Industrial, L.P. (the "Operating Partnership"),
several limited liability companies in which the Operating Partnership is their
sole member, and FR Development Services, Inc., in which the Operating
Partnership owns a 95% economic interest (together, the "Consolidated Operating
Partnership") on September 28, 2000 (the "2000 Acquisition II Properties").

The 2000 Acquisition II Properties were acquired for an aggregate purchase
price of approximately $82.0 million.

SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
----------------- ---------- ----------- -------- -----------------

Pine Brook, NJ 12 1,257,143 September 28, 2000 January 1, 1999

The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 2000 includes the operations
only for those periods for which the 2000 Acquisition II Properties were not
owned by the Consolidated Operating Partnership and reflects, in the opinion of
management, all adjustments necessary for a fair presentation of the interim
statement. All such adjustments are of a normal and recurring nature.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the 2000 Acquisition II Properties that may not be
comparable to the expenses expected to be incurred in future operations.
Management is not aware of any material factors relating to these properties
which would cause the reported financial information not to be necessarily
indicative of future operating results.

Revenue and Expense Recognition

The Statements have been prepared on the accrual basis of accounting.

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2000 ACQUISITION II PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

3. FUTURE RENTAL REVENUES

The 2000 Acquisition II Properties are leased to tenants under net,
semi-net and gross operating leases. Minimum lease payments receivable,
excluding tenant reimbursement of expenses, under noncancelable operating leases
in effect as of December 31, 1999 are approximately as follows:

2000
Acquisition II
Properties
--------------

2000 $ 7,688
2001 7,601
2002 5,443
2003 2,875
2004 1,631
Thereafter 846
-------
Total $26,084
=======

Two tenants represent more than 10% of rental income for the year ended
December 31, 1999.

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of First Industrial, L.P.

We have audited the accompanying combined historical statement of
revenues and certain expenses of the 2000 Acquisition III Properties as
described in Note 1 for the year ended December 31, 1999. This financial
statement is the responsibility of the 2000 Acquisition III Properties'
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

In our opinion, the financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the 2000
Acquisition III Properties for the year ended December 31, 1999 in conformity
with accounting principles generally accepted in the United States of America.

PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
December 8, 2000

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2000 ACQUISITION III PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 2000 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1999
------------------ -----------------
Revenues:
Rental Income ......................... $4,287 $5,369
Tenant Recoveries and Other Income .... 2,933 3,786
------ ------
Total Revenues .................. 7,220 9,155
------ ------
Expenses:
Real Estate Taxes ..................... 1,983 2,548
Repairs and Maintenance ............... 476 830
Property Management ................... 111 147
Utilities ............................. 117 148
Insurance ............................. 14 16
Other ................................. 37 35
------ ------
Total Expenses .................. 2,738 3,724
------ ------

Revenues in Excess of Certain Expenses ... $4,482 $5,431
====== ======

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

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2000 ACQUISITION III PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

1. BASIS OF PRESENTATION.

The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combined the results of operations of 18 operating industrial
properties acquired by First Industrial, L.P. (the "Operating Partnership"),
several limited liability companies in which the Operating Partnership is their
sole member, and FR Development Services, Inc., in which the Operating
Partnership owns a 95% economic interest (together, the "Consolidated Operating
Partnership") on December 18, 2000 (the "2000 Acquisition III Properties").

The 2000 Acquisition III Properties were acquired for an aggregate purchase
price of approximately $52.6 million.

SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
----------------- ---------- ----------- -------- -----------------

Chicago, IL 18 1,218,800 December 18, 2000 January 1, 1999

The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 2000 reflects, in the opinion
of management, all adjustments necessary for a fair presentation of the interim
statement. All such adjustments are of a normal and recurring nature.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the 2000 Acquisition III Properties that may not be
comparable to the expenses expected to be incurred in future operations.
Management is not aware of any material factors relating to these properties
which would cause the reported financial information not to be necessarily
indicative of future operating results.

Revenue and Expense Recognition

The Statements have been prepared on the accrual basis of accounting.

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18

2000 ACQUISITION III PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

3. FUTURE RENTAL REVENUES

The 2000 Acquisition III Properties are leased to tenants under net,
semi-net and gross operating leases. Minimum lease payments receivable,
excluding tenant reimbursement of expenses, under noncancelable operating leases
in effect as of December 31, 1999 are approximately as follows:

2000
Acquisition III
Properties
---------------

2000 $ 5,577
2001 5,102
2002 4,202
2003 3,343
2004 2,571
Thereafter 1,938
-------
Total $22,733
=======

One tenant represents more than 10% of rental income for the year ended
December 31, 1999.

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FIRST INDUSTRIAL, L.P.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 2000
(DOLLARS IN THOUSANDS)

First 2000 2000 2000
Industrial, Acquisition Acquisition Disposition
L.P. A(1) III A(1)
Inc. Properties Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d)
------------ ------------ ------------ ------------

ASSETS
Assets:
Investment in Real Estate:
Land .............................................. $ 310,988 $ 6,647 $ 7,895 $ (31,667)
Buildings and Improvements ........................ 1,543,806 37,666 44,739 (202,230)
Furniture, Fixtures and Equipment ................. 1,353 --- --- ---
Construction in Progress .......................... 30,590 --- --- ---
Less: Accumulated Depreciation .................... (179,446) --- --- 17,846
----------- ----------- ----------- -----------
Net Investment in Real Estate ................. 1,707,291 44,313 52,634 (216,051)

Real Estate Held for Sale, Net of Accumulated
Depreciation and Amortization of $31,266 .......... 333,645 --- --- ---
Investment in Other Real Estate Partnerships ......... 449,874 --- --- ---
Cash and Cash Equivalents ............................ --- (44,313) (52,634) 235,120
Restricted Cash ...................................... 6,186 --- --- ---
Tenant Accounts Receivable, Net ...................... 9,598 --- --- ---
Investment in Joint Venture .......................... 5,964 --- --- ---
Deferred Rent Receivable ............................. 13,125 --- --- (2,689)
Deferred Financing Costs, Net ........................ 10,952 --- --- ---
Prepaid Expenses and Other Assets, Net ............... 71,965 --- --- (4,621)
----------- ----------- ----------- -----------
Total Assets ...................... $ 2,608,600 $ --- $ --- $ 11,759
=========== =========== =========== ===========

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ............................... $ 61,704 $ --- $ --- $ ---
Senior Unsecured Debt, Net ........................... 948,758 --- --- ---
Acquisition Facilities Payable ....................... 222,200 --- --- ---
Accounts Payable and Accrued Expenses ................ 112,392 --- --- 4,902
Rents Received in Advance and Security Deposits ...... 20,719 --- --- ---
Distributions Payable ................................ 35,640 --- --- ---
----------- ----------- ----------- -----------
Total Liabilities ............................. 1,401,413 --- --- 4,902
----------- ----------- ----------- -----------

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

Partners' Capital:
General Partner Preferred Units ...................... 336,990 --- --- ---
General Partner Units ................................ 697,569 --- --- 5,780
Unamortized Value of General Partnership
Restricted Units .................................. (10,692) --- --- ---
Limited Partner Units ................................ 183,320 --- --- 1,077
----------- ----------- ----------- -----------
Total Partners' Capital ....................... 1,207,187 --- --- 6,857
----------- ----------- ----------- -----------
Total Liabilities and Partners' Capital ... $ 2,608,600 $ --- $ --- $ 11,759
=========== =========== =========== ===========

First
Pro Forma Industrial,
Adjustments L.P.
Note 2 (e) Pro Forma
----------- -----------

ASSETS
Assets:
Investment in Real Estate:
Land .............................................. $ --- $ 293,863
Buildings and Improvements ........................ --- 1,423,981
Furniture, Fixtures and Equipment ................. --- 1,353
Construction in Progress .......................... --- 30,590
Less: Accumulated Depreciation .................... --- (161,600)
----------- -----------
Net Investment in Real Estate ................. --- 1,588,187

Real Estate Held for Sale, Net of Accumulated
Depreciation and Amortization of $31,266 .......... --- 333,645
Investment in Other Real Estate Partnerships ......... --- 449,874
Cash and Cash Equivalents ............................ (138,173) ---
Restricted Cash ...................................... --- 6,186
Tenant Accounts Receivable, Net ...................... --- 9,598
Investment in Joint Venture .......................... --- 5,964
Deferred Rent Receivable ............................. --- 10,436
Deferred Financing Costs, Net ........................ --- 10,952
Prepaid Expenses and Other Assets, Net ............... --- 67,344
----------- -----------
Total Assets ...................... $ (138,173) $ 2,482,186
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ............................... $ --- $ 61,704
Senior Unsecured Debt, Net ........................... --- 948,758
Acquisition Facilities Payable ....................... (138,173) 84,027
Accounts Payable and Accrued Expenses ................ --- 117,294
Rents Received in Advance and Security Deposits ...... --- 20,719
Distributions Payable ................................ --- 35,640
----------- -----------
Total Liabilities ............................. (138,173) 1,268,142
----------- -----------

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

Partners' Capital:
General Partner Preferred Units ...................... --- 336,990
General Partner Units ................................ --- 703,349
Unamortized Value of General Partnership
Restricted Units .................................. --- (10,692)
Limited Partner Units ................................ --- 184,397
----------- -----------
Total Partners' Capital ....................... --- 1,214,044
----------- -----------
Total Liabilities and Partners' Capital ... $ (138,173) $ 2,482,186
=========== ===========

The accompanying notes are an integral part of the pro forma
financial statement.

18
20

FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

2000 2000 2000 2000 2000
First Acquisition Acquisition Acquisition Acquisition Disposition
Industrial, A I II III A
L.P. Properties Properties Properties Properties Properties
(Historical) (Historical) (Historical) (Historical) (Historical) (Historical)
Note 3 (a) Note 3 (b) Note 3 (c) Note 3 (d) Note 3 (e) Note 3 (f)
------------ ------------ ------------ ------------ ------------ ------------

REVENUES:
Rental Income .................................... $187,868 $ 4,586 $ 2,261 $ 6,415 $ 4,287 $(28,184)
Tenant Recoveries and Other Income ............... 50,335 1,118 583 2,285 2,933 (4,358)
-------- -------- -------- -------- -------- --------
Total Revenues .............................. 238,203 5,704 2,844 8,700 7,220 (32,542)
-------- -------- -------- -------- -------- --------

EXPENSES:
Real Estate Taxes ................................ 38,635 690 492 1,189 1,983 (6,094)
Repairs and Maintenance .......................... 11,595 403 198 694 476 (1,671)
Property Management .............................. 8,989 199 74 275 111 (1,172)
Utilities ........................................ 5,817 78 22 235 117 (955)
Insurance ........................................ 934 21 26 43 14 (86)
Other ............................................ 3,575 4 30 592 37 (494)
General and Administrative ....................... 12,486 --- --- --- --- ---
Interest ......................................... 59,145 --- --- --- --- ---
Amortization of Deferred Financing Costs ......... 1,274 --- --- --- --- ---
Depreciation and Other Amortization .............. 41,628 --- --- --- --- (4,479)
-------- -------- -------- -------- -------- --------
Total Expenses .............................. 184,078 1,395 842 3,028 2,738 (14,951)
-------- -------- -------- -------- -------- --------

Income from Operations Before Equity in
Income of Other Real Estate
Partnerships and Equity in Income of
Joint Venture .................................... 54,125 4,309 2,002 5,672 4,482 (17,591)
Equity in Income of Other Real Estate
Partnerships ..................................... 25,950 --- --- --- --- ---
Equity in Income of Joint Ventures .................. 189 --- --- --- --- ---
-------- -------- -------- -------- -------- --------
Income from Operations .............................. $ 80,264 $ 4,309 $ 2,002 $ 5,672 $ 4,482 $(17,591)
======== ======== ======== ======== ======== ========

Income from Operations Per Weighted
Average Unit Outstanding:
Basic (45,918,307 for September 30, 2000) ..... $ 1.75
========
Diluted (46,143,456 for September 30, 2000) ... $ 1.74
========
Pro Forma Income from Operations Per
Weighted Average Unit Outstanding:
Basic (45,918,307 for September 30, 2000,
Pro forma) ...................................

Diluted (46,143,456 for September 30, 2000,
Pro forma) ...................................

First
Pro Forma Industrial,
Adjustments L.P.
Note 3(g) Pro Forma
----------- -----------

REVENUES:
Rental Income .................................... $ --- $177,233
Tenant Recoveries and Other Income ............... --- 52,896
-------- --------
Total Revenues .............................. --- 230,129
-------- --------

EXPENSES:
Real Estate Taxes ................................ --- 36,895
Repairs and Maintenance .......................... --- 11,695
Property Management .............................. --- 8,476
Utilities ........................................ --- 5,314
Insurance ........................................ --- 952
Other ............................................ --- 3,744
General and Administrative ....................... --- 12,486
Interest ......................................... (3,780) 55,365
Amortization of Deferred Financing Costs ......... --- 1,274
Depreciation and Other Amortization .............. 3,469 40,618
-------- --------
Total Expenses .............................. (311) 176,819
-------- --------

Income from Operations Before Equity in
Income of Other Real Estate
Partnerships and Equity in Income of
Joint Venture .................................... 311 53,310
Equity in Income of Other Real Estate
Partnerships ..................................... (1,180) 24,770
Equity in Income of Joint Ventures .................. --- 189
-------- --------
Income from Operations .............................. $ (869) $ 78,269
======== ========

Income from Operations Per Weighted
Average Unit Outstanding:
Basic (45,918,307 for September 30, 2000) .....

Diluted (46,143,456 for September 30, 2000) ...

Pro Forma Income from Operations Per
Weighted Average Unit Outstanding:
Basic (45,918,307 for September 30, 2000,
Pro forma) ................................... $ 1.70
========
Diluted (46,143,456 for September 30, 2000,
Pro forma) ................................... $ 1.70
========

The accompanying notes are an integral part of the pro forma
financial statement.

19
21

FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION.

First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The Operating
Partnership is the sole member of several limited liability companies and owns a
95% economic interest in FR Development Services, Inc. (together, the
"Consolidated Operating Partnership"). The sole general partner of the Operating
Partnership is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 84.3% ownership interest at September 30, 2000.

The Consolidated Operating Partnership acquired 80 operating industrial
properties from unrelated parties during the period January 1, 2000 through
December 29, 2000 and partnerships in which the Operating Partnership owns a 99%
limited partnership interest (the "Other Real Estate Parternships") purchased
one operating industrial property during the period January 1, 2000 through
December 29, 2000. The combined purchase price of the 80 operating industrial
properties acquired by the Consolidated Operating Partnership totaled
approximately $255.7 million, excluding closing costs incurred in conjunction
with the acquisition of the industrial properties. The purchase price of the one
operating industrial property acquired by the Other Real Estate Partnerships was
approximately $6.3 million, excluding closing costs incurred in conjunction with
the acquisition of the industrial property. The 80 operating industrial
properties acquired by the Consolidated Operating Partnership and the one
operating industrial property acquired by the Other Real Estate Partnerships
were funded with proceeds from property sales, borrowings under the Operating
Partnership's $300 million unsecured revolving credit facility (the "2000
Unsecured Acquisition Facility"), general partner and limited partner capital
contributions or working capital. The Consolidated Operating Partnership and the
Other Real Estate Partnerships will operate the facilities as industrial rental
property.

The accompanying unaudited pro forma balance sheet as of September 30,
2000 and unaudited pro forma statement of operations for the period January 1,
2000 through September 30, 2000 reflect the historical financial position of the
Operating Partnership as of September 30, 2000 and the historical operations of
the Operating Partnership for the period January 1, 2000 through September 30,
2000, adjusted by the acquisition of 18 operating industrial properties (the
"2000 Acquisition A Properties"), 12 operating industrial properties (the "2000
Acquisition II Properties") and 18 operating industrial properties (the "2000
Acquisition III Properties") during the period January 1, 2000 through December
29, 2000, the sale of 105 industrial properties and several land parcels (the
"2000 Disposition A Properties") and the Operating Partnership's 99% equity
interest in the operations of one operating industrial property purchased by the
Other Real Estate Partnerships and four industrial properties sold by the Other
Real Estate Partnerships during the period January 1, 2000 through December 29,
2000.

The accompanying unaudited pro forma balance sheet as of September 30,
2000 has been prepared as if the properties acquired or sold subsequent to
September 30, 2000 had been acquired or sold, respectively, on September 30,
2000.

The accompanying unaudited pro forma statement of operations for the nine
months ended September 30, 2000 has been prepared as if the properties acquired
or sold subsequent to December 31, 1999 had been acquired or sold, respectively,
on January 1, 1999, as if the Operating Partnership's 99% equity interest in the
operations of one industrial property purchased by the Other Real Estate
Partnerships during the period January 1, 2000 through December 29, 2000 had
been acquired on January 1, 1999 and as if the effect of the Operating
Partnership's 99% equity interest in the operations of four industrial
properties sold by the Other Real Estate Partnerships during the period January
1, 2000 through December 29, 2000 had occurred on January 1, 1999.

The unaudited pro forma balance sheet is not necessarily indicative of
what the Operating Partnership's financial position would have been as of
September 30, 2000 had the transactions been consummated as described above, nor
does it purport to present the future financial position of the Operating
Partnership. The unaudited pro forma statement of operations is not necessarily
indicative of what the Operating Partnership's results of operations would have
been for the nine months ended September 30, 2000 had the transactions been
consummated as described above, nor does it purport to present the future
results of operations of the Operating Partnership.

20
22

FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

2. BALANCE SHEET PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - SEPTEMBER 30, 2000

(a) The historical balance sheet reflects the financial position of the
Operating Partnership as of September 30, 2000 as reported in the
Operating Partnership's Form 10-Q dated November 14, 2000.

(b) Represents the 2000 Acquisition A Properties that were acquired
subsequent to September 30, 2000 (the "2000 Acquisition A(1) Properties")
as if the acquisitions had occurred on September 30, 2000. The 2000
Acquisition A(1) Properties were acquired for approximately $44.4 million
in the aggregate which was funded with cash.

(c) Represents the 2000 Acquisition III Properties that were acquired
subsequent to September 30, 2000 as if the acquisitions had occurred on
September 30, 2000. The 2000 Acquisition III Properties were acquired
for approximately $52.6 million in the aggregate which was funded with
cash.

(d) Represents the 2000 Disposition A Properties that were sold subsequent
to September 30, 2000 (the "2000 Disposition A(1) Properties") as if the
sales had occurred on September 30, 2000. The aggregate gross sales
price of the 2000 Disposition A(1) Properties totaled approximately
$240.6 million.

(e) Represents the adjustments needed to present the pro forma balance sheet
as of September 30, 2000 as if borrowings and repayments subsequent to
September 30, 2000 under the Operating Partnership's 2000 Unsecured
Acquisition Facility, due to the acquisitions and sales disclosed above,
had occurred on September 30, 2000.

3. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -
SEPTEMBER 30, 2000

(a) The historical operations reflect the operations of the Operating
Partnership for the period January 1, 2000 through September 30, 2000 as
reported in the Operating Partnership's Form 10-Q dated November 14,
2000.

(b) The historical operations reflect the operations of the 2000 Acquisition
A Properties for the period January 1, 2000 through the earlier of their
respective acquisition dates or September 30, 2000.

(c) The historical operations reflect the operations of the 2000 Acquisition
I Properties for the period January 1, 2000 through June 30, 2000, their
acquisition date.

(d) The historical operations reflect the operations of the 2000 Acquisition
II Properties for the period January 1, 2000 through September 28, 2000,
their acquisition date.

(e) The historical operations reflect the operations of the 2000 Acquisition
III Properties for the period January 1, 2000 through September 30, 2000.

(f) The historical operations reflect the operations of the 2000 Disposition
A Properties for the period January 1, 2000 through September 30, 2000.

(g) The interest expense adjustment reflects an increase in the acquisition
facility borrowings at the 30-day London Interbank Offered Rate ("LIBOR")
plus .8% for borrowings under the Operating Partnership's 2000 Unsecured
Acquisition Facility for the assumed earlier purchase of the 2000
Acquisition A Properties, the 2000 Acquisition I Properties, the 2000
Acquisition II Properties and the 2000 Acquisition III Properties, offset
by the interest savings related to the assumed repayment of acquisition
facility borrowings at LIBOR plus .8% on January 1, 1999 from the
proceeds of the sales of the 2000 Disposition A Properties as if the
sales occurred on January 1, 1999.

21
23

FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

The depreciation and amortization adjustments reflect the charges for the 2000
Acquisition A Properties, the 2000 Acquisition I Properties, the 2000
Acquisition II Properties and the 2000 Acquisition III Properties from January
1, 2000 through the earlier of their respective acquisition date or September
30, 2000 as if such properties were acquired on January 1, 1999.

The equity in income of the other real estate partnerships adjustment reflects
the Operating Partnership's 99% limited partnership equity interest in the
operations of one operating property acquired by the Other Real Estate
Partnerships during the period January 1, 2000 through December 29, 2000 as if
such acquisition had occurred on January 1, 1999, offset by the Operating
Partnership's 99% limited partnership equity interest in the operations of four
properties sold by the Other Real Estate Partnerships during the period January
1, 2000 through December 29, 2000 as if such sales had occurred on January 1,
1999.

22
24

FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

2000 2000 2000 2000 2000
First Acquisition Acquisition Acquisition Acquisition Disposition
Industrial, A I II III A
L.P. Properties Properties Properties Properties Properties
(Historical) (Historical) (Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e) Note 2 (f)
------------ ------------ ------------ ------------ ------------ ------------

REVENUES:
Rental Income ................................... $249,719 $ 8,107 $ 5,008 $ 8,069 $ 5,369 $(40,760)
Tenant Recoveries and Other Income .............. 64,646 1,400 1,208 2,803 3,786 (6,705)
-------- -------- -------- -------- -------- --------
Total Revenues ............................ 314,365 9,507 6,216 10,872 9,155 (47,465)
-------- -------- -------- -------- -------- --------

EXPENSES:
Real Estate Taxes ............................... 49,590 1,320 987 1,508 2,548 (9,037)
Repairs and Maintenance ......................... 14,992 740 203 1,395 830 (2,138)
Property Management ............................. 9,013 334 151 382 147 (1,586)
Utilities ....................................... 7,602 163 37 322 148 (1,199)
Insurance ....................................... 690 47 45 57 16 (109)
Other ........................................... 3,439 20 13 699 35 (541)
General and Administrative ...................... 12,961 --- --- --- --- ---
Interest ........................................ 76,799 --- --- --- --- ---
Amortization of Deferred Financing Costs ........ 1,295 --- --- --- --- ---
Depreciation and Other Amortization ............. 57,927 --- --- --- --- (7,977)
-------- -------- -------- -------- -------- --------
Total Expenses ............................ 234,308 2,624 1,436 4,363 3,724 (22,587)
-------- -------- -------- -------- -------- --------

Income from Operations Before Equity in
Income of Other Real Estate
Partnerships and Equity in Income of
Joint Venture ................................... 80,057 6,883 4,780 6,509 5,431 (24,878)
Equity in Income of Other Real Estate
Partnerships .................................... 45,714 --- --- --- --- ---
Equity in Income of Joint Ventures ................. 302 --- --- --- --- ---
-------- -------- -------- -------- -------- --------
Income from Operations ............................. $126,073 $ 6,883 $ 4,780 $ 6,509 $ 5,431 $(24,878)
======== ======== ======== ======== ======== ========

Income from Operations Per Weighted
Average Unit Outstanding:
Basic (45,270,821 for December 31, 1999) ..... $ 2.78
========
Diluted (45,372,622 for December 31, 1999) ... $ 2.78
========
Income from Operations Per Weighted
Average Unit Outstanding:
Basic (45,270,821 for December 31, 1999,
Pro forma) ..................................

Diluted (45,372,622 for December 31, 1999,
Pro forma) ..................................

First
Pro Forma Industrial,
Adjustments L.P.
Note 2(g) Pro Forma
----------- -----------

REVENUES:
Rental Income ................................... $ --- $235,512
Tenant Recoveries and Other Income .............. --- 67,138
-------- --------
Total Revenues ............................ --- 302,650
-------- --------

EXPENSES:
Real Estate Taxes ............................... --- 46,916
Repairs and Maintenance ......................... --- 16,022
Property Management ............................. --- 8,441
Utilities ....................................... --- 7,073
Insurance ....................................... --- 746
Other ........................................... --- 3,665
General and Administrative ...................... --- 12,961
Interest ........................................ (3,989) 72,810
Amortization of Deferred Financing Costs ........ --- 1,295
Depreciation and Other Amortization ............. 5,432 55,382
-------- --------
Total Expenses ............................ 1,443 225,311
-------- --------

Income from Operations Before Equity in
Income of Other Real Estate
Partnerships and Equity in Income of
Joint Venture ................................... (1,443) 77,339
Equity in Income of Other Real Estate
Partnerships .................................... (1,266) 44,448
Equity in Income of Joint Ventures ................. --- 302
-------- --------
Income from Operations ............................. $ (2,709) $122,089
======== ========

Income from Operations Per Weighted
Average Unit Outstanding:
Basic (45,270,821 for December 31, 1999) .....

Diluted (45,372,622 for December 31, 1999) ...

Income from Operations Per Weighted
Average Unit Outstanding:
Basic (45,270,821 for December 31, 1999,
Pro forma) .................................. $ 2.70
========
Diluted (45,372,622 for December 31, 1999,
Pro forma) .................................. $ 2.69
========

The accompanying notes are an integral part of the pro forma
financial statement.

23
25

FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION.

First Industrial, L.P. (the "Operating Partnership") was organized as a limited
partnership in the state of Delaware on November 23, 1993. The Operating
Partnership is the sole member of several limited liability companies and owns a
95% economic interest in FR Development Services, Inc. (together, the
"Consolidated Operating Partnership"). The sole general partner of the Operating
Partnership is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 83.9% ownership interest at December 31, 1999.

The accompanying unaudited pro forma statement of operations for the
Operating Partnership reflects the historical operations of the Operating
Partnership for the period January 1, 1999 through December 31, 1999, adjusted
by the acquisition of 18 operating industrial properties (the "2000 Acquisition
A Properties"), 12 operating industrial properties (the "2000 Acquisition II
Properties") and 18 operating industrial properties (the "2000 Acquisition III
Properties") during the period January 1, 2000 through December 29, 2000, the
sale of 105 industrial properties and several land parcels (the "2000
Disposition A Properties") and the Operating Partnership's 99% equity interest
in the operations of one operating industrial property purchased by the Other
Real Estate Partnerships and four industrial properties sold by the Other Real
Estate Partnerships during the period January 1, 2000 through December 29, 2000.

The accompanying unaudited pro forma statement of operations for the
year ended December 31, 2000 has been prepared as if the properties acquired or
sold subsequent to December 31, 1999 had been acquired or sold, respectively, on
January 1, 1999, as if the Operating Partnership's 99% equity interest in the
operations of one industrial property purchased by the Other Real Estate
Partnerships during the period January 1, 2000 through December 29, 2000 had
been acquired on January 1, 1999 and as if the effect of the Operating
Partnership's 99% equity interest in the operations of four industrial
properties sold by the Other Real Estate Partnerships during the period January
1, 2000 through December 29, 2000 had occurred on January 1, 1999.

The unaudited pro forma statement of operations is not necessarily
indicative of what the Operating Partnership's results of operations would have
been for the year ended December 31, 1999 had the transactions been consummated
as described above, nor does it purport to present the future results of
operations of the Operating Partnership.

2. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -
DECEMBER 31, 1999

(a) The historical operations reflect income from continuing operations of
the Operating Partnership for the period January 1, 1999 through December
31, 1999 as reported on the Operating Partnership's Form 10-K dated March
29, 2000.

24
26

FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

(b) The historical operations reflect the operations of the 2000 Acquisition
A Properties for the period January 1, 1999 through December 31, 1999.

(c) The historical operations reflect the operations of the 2000 Acquisition
I Properties for the period January 1, 1999 through December 31, 1999.

(d) The historical operations reflect the operations of the 2000 Acquisition
II Properties for the period January 1, 1999 through December 31, 1999.

(e) The historical operations reflect the operations of the 2000 Acquisition
III Properties for the period January 1, 1999 through December 31, 1999.

(f) The historical operations reflect the operations of the 2000 Disposition
A Properties for the period January 1, 1999 through December 31,1999.

(g) The interest expense adjustment reflects an increase in the acquisition
facility borrowings at the 30-day London Interbank Offered Rate ("LIBOR")
plus .8% for borrowings under the Company's 2000 Unsecured Acquisition
Facility for the assumed earlier purchase of the 2000 Acquisition A
Properties, the 2000 Acquisition I Properties, the 2000 Acquisition II
Properties and the 2000 Acquisition III Properties, offset by the
interest savings related to the assumed repayment of acquisition facility
borrowings at LIBOR plus .8% on January 1, 1999 from the proceeds of the
sales of the 2000 Disposition A Properties as if the sales occurred on
January 1, 1999.

The depreciation and amortization adjustment reflects the charges for the
2000 Acquisition A Properties, the 2000 Acquisition I Properties, the
2000 Acquisition II Properties and the 2000 Acquisition III Properties
from January 1, 1999 through December 31, 1999 as if such properties were
acquired on January 1, 1999.

The equity in income of the other real estate partnerships adjustment
reflects the Operating Partnership's 99% limited partnership equity
interest in the operations of one operating property acquired by the
Other Real Estate Partnerships during the period January 1, 2000 through
December 29, 2000 as if such acquisition had occurred on January 1, 1999,
offset by the Operating Partnership's 99% limited partnership equity
interest in the operations of four properties sold by the Other Real
Estate Partnerships during the period January 1, 2000 through December
29, 2000 as if such sales had occurred on January 1, 1999.

25
27

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, L.P.
BY: FIRST INDUSTRIAL REALTY TRUST, INC.

March 7, 2001 By: /s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)

26
28

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------
23 Consent of PricewaterhouseCoopers LLP,
Independent Accountants