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 1-13102

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

FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)

MARYLAND 36-3935116
(State or other jurisdiction of (I.R.S. 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 Realty Trust, Inc. and its subsidiaries (the "Company")
acquired 81 operating industrial properties from unrelated parties during the
period January 1, 2000 through December 29, 2000. The combined purchase price of
the 81 operating industrial properties acquired totaled approximately $262.0
million, excluding closing costs incurred in conjunction with the acquisition of
the industrial properties. The 81 operating industrial properties acquired are
described below and were funded with proceeds from property sales, borrowings
under the Company's $300 million unsecured revolving credit facility or working
capital. The Company will operate the facilities as industrial rental property.

PROPERTIES ACQUIRED BY THE COMPANY:

- - On January 12, 2000, the Company 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 Company 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 Company 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 Company 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 Company 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 Company 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 Company 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.

- - On June 30, 2000, the Company 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 Company 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 Company 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.

1
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- - On September 28, 2000, the Company 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 Company 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 Company 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 Company 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 Company 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 Company 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 33 of 81 operating
industrial properties acquired during the period January 1, 2000 through
December 29, 2000 (the "2000 Acquisition A Properties") by First Industrial
Realty Trust, Inc. (together with its subsidiaries, the "Company"). 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 Company. 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 Company 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.

The 2000 Acquisition A Properties were acquired for an aggregate purchase
price of approximately $83.1 million and have an aggregate gross leaseable area
of 2,046,101 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 ................................ $ 4,688 $ 8,789
Tenant Recoveries and Other Income ........... 1,148 1,531
------- -------
Total Revenues .......................... 5,836 10,320
------- -------
Expenses:
Real Estate Taxes ............................ 711 1,416
Repairs and Maintenance ...................... 407 749
Property Management .......................... 204 362
Utilities .................................... 78 166
Insurance .................................... 22 53
Other ........................................ 4 20
------- -------
Total Expenses ......................... 1,426 2,766
------- -------

Revenues in Excess of Certain Expenses .......... $ 4,410 $ 7,554
======= =======

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
First Industrial Realty Trust, Inc.

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 Realty Trust, Inc. 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 Realty Trust, Inc. and its subsidiaries
(the "Company") 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 Company 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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10

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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11

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
First Industrial Realty Trust, Inc.

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.

11
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 Realty Trust, Inc. and its subsidiaries
(the "Company") 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 Company 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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14
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 Board of Directors of
First Industrial Realty Trust, Inc.

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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17
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 Realty Trust, Inc. and its subsidiaries
(the "Company") 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 REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

First 2000 2000
Industrial Acquisition Acquisition
Realty A(1) III
Trust, Inc. Properties Properties
(Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c)
------------ ----------- ------------

ASSETS
Assets:
Investment in Real Estate:
Land ............................................... $ 378,398 $ 6,647 $ 7,895
Buildings and Improvements ......................... 1,911,342 37,666 44,739
Furniture, Fixtures and Equipment .................. 1,437 -- --
Construction in Progress ........................... 65,771 -- --
Less: Accumulated Depreciation ..................... (214,052) -- --
----------- ----------- -----------
Net Investment in Real Estate .................. 2,142,896 44,313 52,634
Real Estate Held for Sale, Net of
Accumulated Depreciation and
Amortization of $35,623 ............................ 373,474 -- --
Cash and Cash Equivalents ............................. 2,034 (44,313) (52,634)
Restricted Cash ....................................... 22,614 -- --
Tenant Accounts Receivable, Net ....................... 10,912 -- --
Investments in Joint Ventures ......................... 5,964 -- --
Deferred Rent Receivable .............................. 16,887 -- --
Deferred Financing Costs, Net ......................... 12,580 -- --
Prepaid Expenses and Other Assets, Net ................ 89,994 -- --
----------- ----------- -----------
Total Assets ....................... $ 2,677,355 $ -- $ --
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable ................................ $ 103,186 $ -- $ --
Senior Unsecured Debt, Net ............................ 948,758 -- --
Acquisition Facilities Payable ........................ 222,200 -- --
Accounts Payable and Accrued Expenses ................. 100,425 -- --
Rents Received in Advance and Security Deposits........ 23,606 -- --
Dividends/Distributions Payable ....................... 36,620 -- --
----------- ----------- -----------
Total Liabilities .............................. 1,434,795 -- --
----------- ----------- -----------
Minority Interest ........................................ 186,725 -- --
Commitments and Contingencies ............................ -- -- --

Stockholders Equity:
Preferred Stock ($.01 par value, 10,000,000
shares authorized, 1,650,000, 40,000,
20,000, 50,000 and 30,000 shares of Series
A,B,C,D and E Cumulative Preferred Stock,
respectively, issued and outstanding at
September 30, 2000 having a liquidation
preference of $25 per share ($41,250),
$2,500 per share ($100,000), $2,500 per
share ($50,000), $2,500 per share
($125,000) and $2,500 per share ($75,000),
respectively) ........................................ 18 -- --

Common Stock ($.01 par value, 100,000,000
shares authorized, 38,625,317 shares
issued and outstanding at September 30,
2000) .............................................. 390 -- --

Additional Paid-in-Capital ................................. 1,199,034 -- --

Distributions in Excess of Accumulated
Earnings ........................................ (121,216) -- --
Unamortized Value of Restricted Stock
Grants .......................................... (10,692) -- --
Treasury Shares, at cost (394,300 at
September 30, 2000) .............................. (11,699) -- --
----------- ----------- -----------
Total Stockholders' Equity ......................... 1,055,835 -- --
----------- ----------- -----------
Total Liabilities and Stockholders'
Equity .......................................... $ 2,677,355 $ -- $ --
=========== =========== ===========

2000
Disposition First
A(1) Industrial
Properties Pro Forma Realty
(Historical) Adjustments Trust, Inc.
Note 2 (d) Note 2 (e) Pro Forma
-------------- ------------ -----------

ASSETS
Assets:
Investment in Real Estate:
Land ............................................ $ (31,667) $ -- $ 361,273
Buildings and Improvements ...................... (202,230) -- 1,791,517
Furniture, Fixtures and Equipment ............... -- -- 1,437
Construction in Progress ........................ -- -- 65,771
Less: Accumulated Depreciation .................. 17,846 -- (196,206)
----------- -------- -----------
Net Investment in Real Estate ............... (216,051) -- 2,023,792
Real Estate Held for Sale, Net of
Accumulated Depreciation and
Amortization of $35,623 ......................... -- -- 373,474
Cash and Cash Equivalents .......................... 235,120 (140,207) --
Restricted Cash .................................... -- -- 22,614
Tenant Accounts Receivable, Net .................... -- -- 10,912
Investments in Joint Ventures ...................... -- -- 5,964
Deferred Rent Receivable ........................... (2,689) -- 14,198
Deferred Financing Costs, Net ...................... -- -- 12,580
Prepaid Expenses and Other Assets, Net ............. (4,621) -- 85,373
----------- ----------- -----------
Total Assets .................... 11,759 $ (140,207) $ 2,548,907
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable ............................. $ -- $ -- $ 103,186
Senior Unsecured Debt, Net ......................... -- -- 948,758
Acquisition Facilities Payable ..................... -- (140,207) 81,993
Accounts Payable and Accrued Expenses .............. 4,902 -- 105,327
Rents Received in Advance and Security Deposits .... -- -- 23,606
Dividends/Distributions Payable .................... -- -- 36,620
----------- ----------- -----------
Total Liabilities ........................... 4,902 (140,207) 1,299,490
----------- ----------- -----------
Minority Interest ..................................... 1,077 -- 187,802
Commitments and Contingencies ......................... -- -- --

Common Stock ($.01 par value, 100,000,000
shares authorized, 38,625,317 shares
issued and outstanding at September 30,
2000) ........................................... -- -- 390

Additional Paid-in-Capital .............................. -- -- 1,199,034

Distributions in Excess of Accumulated
Earnings ..................................... 5,780 -- (115,436)
Unamortized Value of Restricted Stock
Grants ....................................... -- -- (10,692)
Treasury Shares, at cost (394,300 at
September 30, 2000) ........................... -- -- (11,699)
----------- -------- -----------
Total Stockholders' Equity ...................... 5,780 -- 1,061,615
----------- -------- -----------
Total Liabilities and Stockholders' Equity ...... $ 11,759 (140,207) $ 2,548,907
=========== ======== ===========

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

18
20
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

First 2000 2000 2000
Industrial Acquisition Acquisition Acquisition
Realty A I II
Trust, Inc. Properties Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 3 (a) Note 3 (b) Note 3 (c) Note 3 (d)
----------- ------------- ------------- ------------

REVENUES:
Rental Income .................................. $ 224,499 $ 4,688 $ 2,261 $ 6,415
Tenant Recoveries and Other Income ............. 61,466 1,148 583 2,285
--------- ---------- --------- ---------
Total Revenues ........................... 285,965 5,836 2,844 8,700
--------- ---------- --------- ---------

EXPENSES:
Real Estate Taxes .............................. 44,512 711 492 1,189
Repairs and Maintenance ........................ 12,942 407 198 694
Property Management ............................ 10,462 204 74 275
Utilities ...................................... 7,409 78 22 235
Insurance ...................................... 1,113 22 26 43
Other .......................................... 4,542 4 30 592
General and Administrative ..................... 12,586 -- -- --
Interest ....................................... 61,425 -- -- --
Amortization of Deferred Financing Costs ....... 1,323 -- -- --
Depreciation and Other Amortization ............ 50,035 -- -- --
--------- ---------- --------- ---------
Total Expenses .......................... 206,349 1,426 842 3,028
--------- ---------- --------- ---------

Income from Operations Before
Equity in Income of Joint Ventures
and Income Allocated to Minority Interest...... 79,616 4,410 2,002 5,672
Equity in Income of Joint Ventures ............... 189 -- -- --
Income Allocated to Minority Interest ............ (12,150) -- -- --
--------- ---------- --------- ---------
Income From Operations ........................... $ 67,655 $ 4,410 $ 2,002 $ 5,672
========= ========= ========= =========

2000 2000
Acquisition Disposition First
III A Industrial
Properties Properties Pro Forma Realty
(Historical) (Historical) Adjustments Trust, Inc.
Note 3 (e) Note 3 (f) Note 3 (g) Pro Forma
------------ ------------- ------------ -------------

REVENUES:
Rental Income .................................. $ 4,287 $ (30,387) $ -- $ 211,763
Tenant Recoveries and Other Income ............. 2,933 (4,476) -- 63,939
--------- --------- --------- ---------
Total Revenues ........................... 7,220 (34,863) -- 275,702
--------- --------- --------- ---------

EXPENSES:
Real Estate Taxes .............................. 1,983 (6,162) -- 42,725
Repairs and Maintenance ........................ 476 (1,673) -- 13,044
Property Management ............................ 111 (1,209) -- 9,917
Utilities ...................................... 117 (955) -- 6,906
Insurance ...................................... 14 (89) -- 1,129
Other .......................................... 37 (1,128) -- 4,077
General and Administrative ..................... -- -- -- 12,586
Interest ....................................... -- -- (3,780) 57,645
Amortization of Deferred Financing Costs ....... -- -- -- 1,323
Depreciation and Other Amortization ............ -- (4,765) 3,489 48,759
--------- --------- --------- ---------
Total Expenses .......................... 2,738 (15,981) (291) 198,111
--------- --------- --------- ---------

Income from Operations Before
Equity in Income of Joint Ventures
and Income Allocated to Minority Interest...... 4,482 (18,882) 291 77,591
Equity in Income of Joint Ventures ............... -- -- -- 189
Income Allocated to Minority Interest ............ -- -- (61) (12,211)
--------- --------- --------- ---------
Income From Operations ........................... $ 4,482 $ (18,882) $ 230 $ 65,569
========= ========= ========= =========

Income from Operations Per
Weighted Average Common Share
Outstanding:
Basic (38,645,312 for September 30,
2000) ...................................... $ 1.75
=========
Diluted (38,870,461 for September 30,
2000)...................................... $ 1.74
=========

Pro Forma Income from Operations
Per Weighted Average Common
Share Outstanding:
Basic (38,645,312 for September 30,
2000) ...................................... $ 1.70
=========
Diluted (38,870,461 for September 30,
2000) ...................................... $ 1.69
=========

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

19
21

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION.

First Industrial Realty Trust, Inc. (together with its subsidiaries,
the "Company") was organized in the state of Maryland on August 10, 1993. The
Company is a real estate investment trust ("REIT") as defined in the Internal
Revenue Code.

The Company acquired 81 operating industrial properties from unrelated
parties during the period January 1, 2000 through December 29, 2000. The
combined purchase price of the 81 operating industrial properties acquired
totaled approximately $262.0 million, excluding closing costs incurred in
conjunction with the acquisition of the industrial properties. The 81 operating
industrial properties acquired were funded with proceeds from property sales,
borrowings under the Company's $300 million unsecured revolving credit facility
(the "2000 Unsecured Acquisition Facility") or working capital. The Company will
operate the facilities as industrial rental property.

The accompanying unaudited September 30, 2000 pro forma balance sheet
and unaudited pro forma statement of operations for the period January 1, 2000
through September 30, 2000 reflect the historical financial position of the
Company as of September 30, 2000 and the historical operations of the Company
for the period January 1, 2000 through September 30, 2000, adjusted by the
acquisition of 33 operating industrial properties (the "2000 Acquisition A
Properties"), 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") during the period January 1, 2000 through December 29, 2000 and the
sale of 109 industrial properties and several land parcels (the "2000
Disposition A Properties") during the period January 1, 2000 through December
29, 2000. The aggregate gross sales price of the 2000 Disposition A Properties
totaled approximately $433.7 million.

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.

The unaudited pro forma balance sheet is not necessarily indicative of
what the Company'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 Company. The unaudited pro forma
statement of operations is not necessarily indicative of what the Company'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 Company.

20
22
FIRST INDUSTRIAL REALTY TRUST, INC.
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
Company as of September 30, 2000 as reported in the Company'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 Company'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 Company for the
period January 1, 2000 through September 30, 2000 as reported in the
Company'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 the earlier of their
respective sale dates or 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 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.

21
23

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

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, 2000 through the earlier of their respective acquisition dates or
September 30, 2000 as if such properties were acquired on January 1, 1999.

Income allocated to minority interest reflects income attributable to Units
owned by unitholders other than the Company. The minority interest adjustment
reflects a weighted average 15.8% minority interest for the nine months ended
September 30, 2000.

22
24
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

First 2000 2000 2000
Industrial Acquisition Acquisition Acquisition
Realty A I II
Trust, Inc. Properties Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d)
----------- ------------- ------------- ------------

REVENUES:
Rental Income .................................. $ 295,938 $ 8,789 $ 5,008 $ 8,069
Tenant Recoveries and Other Income ............. 78,217 1,531 1,208 2,803
-------- -------- -------- --------
Total Revenues ........................... 374,155 10,320 6,216 10,872
-------- -------- -------- --------

EXPENSES:
Real Estate Taxes .............................. 56,573 1,416 987 1,508
Repairs and Maintenance ........................ 16,827 749 203 1,395
Property Management ............................ 10,875 362 151 382
Utilities ...................................... 9,933 166 37 322
Insurance ...................................... 832 53 45 57
Other .......................................... 3,955 20 13 699
General and Administrative ..................... 13,259 -- -- --
Interest ....................................... 79,869 -- -- --
Amortization of Deferred Financing Costs ....... 1,362 -- -- --
Depreciation and Other Amortization ............ 68,412 -- -- --
-------- -------- -------- --------
Total Expenses .......................... 261,897 2,766 1,436 4,363
-------- -------- -------- --------

Income from Operations Before Equity
in Income of Joint Ventures and
Income Allocated to Minority Interest ......... 112,258 7,554 4,780 6,509
Equity in Income of Joint Ventures ............... 302 -- -- --
Income Allocated to Minority Interest ............ (17,609) -- -- --
-------- -------- -------- --------
Income From Operations ........................... $ 94,951 $ 7,554 $ 4,780 $ 6,509
======== ======== ======== ========

2000 2000
Acquisition Disposition First
III A Industrial
Properties Properties Pro Forma Realty
(Historical) (Historical) Adjustments Trust, Inc.
Note 2 (e) Note 2 (f) Note 2 (g) Pro Forma
------------ ------------- ------------ -------------

REVENUES:
Rental Income .................................. $ 5,369 $(42,972) $ -- $280,201
Tenant Recoveries and Other Income ............. 3,786 (6,812) -- 80,733
-------- -------- -------- --------
Total Revenues ........................... 9,155 (49,784) -- 360,934
-------- -------- -------- --------
EXPENSES:
Real Estate Taxes .............................. 2,548 (9,060) -- 53,972
Repairs and Maintenance ........................ 830 (2,138) -- 17,866
Property Management ............................ 147 (1,666) -- 10,251
Utilities ...................................... 148 (1,199) -- 9,407
Insurance ...................................... 16 (117) -- 886
Other .......................................... 35 (543) -- 4,179
General and Administrative ..................... -- -- -- 13,259
Interest ....................................... -- -- (3,989) 75,880
Amortization of Deferred Financing Costs ...... -- -- -- 1,362
Depreciation and Other Amortization ............ -- (8,432) 5,567 65,547
-------- -------- -------- --------
Total Expenses .......................... 3,724 (23,155) 1,578 252,609
-------- -------- -------- --------

Income from Operations Before Equity
in Income of Joint Ventures and
Income Allocated to Minority Interest ......... 5,431 (26,629) (1,578) 108,325
Equity in Income of Joint Ventures ............... -- -- -- 302
Income Allocated to Minority Interest ............ -- -- 142 (17,467)
-------- -------- -------- --------
Income From Operations ........................... $ 5,431 $(26,629) $ (1,436) $ 91,160
======== ======== ======== ========
Income from Operations Per
Weighted Average Common Share
Outstanding:
Basic (38,042,214 for December 31,
1999) ...................................... $ 2.50
=========
Diluted (38,144,015 for December 31,
1999)....................................... $ 2.49
=========

Pro Forma Income from Operations
Per Weighted Average Common
Share Outstanding:
Basic (38,042,214 for December 31,
1999) ...................................... $ 2.40
=========
Diluted (38,144,015 for December 31,
1999) ...................................... $ 2.39
========

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

23
25
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION.

The accompanying unaudited pro forma statement of operations for the
Company reflects the historical operations of the Company for the period January
1, 1999 through December 31, 1999, adjusted by the acquisition of 33 operating
industrial properties (the "2000 Acquisition A Properties"), 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") during the period
January 1, 2000 through December 29, 2000 and the sale of 109 industrial
properties and several land parcels (the "2000 Disposition A Properties") during
the period January 1, 2000 through December 29, 2000. The aggregate gross sales
price of the 2000 Disposition A Properties totaled approximately $433.7 million.

The accompanying unaudited pro forma statement of operations for the
year ended December 31, 1999 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.

The unaudited pro forma statement of operations is not necessarily
indicative of what the Company'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
Company.

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

(a) The historical operations reflect income from continuing operations of
the Company for the period January 1, 1999 through December 31, 1999 as
reported on the Company's Form 10-K dated March 15, 2000.

(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.

24
26

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

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.

Income allocated to minority interest reflects income attributable to
Units owned by unitholders other than the Company. The minority interest
adjustment reflects a weighted average 16.0% minority interest for the
twelve months ended December 31, 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 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