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                                                                    EXHIBIT-10.3


                               SECOND AMENDMENT TO
                           SIXTH AMENDED AND RESTATED
                        LIMITED PARTNERSHIP AGREEMENT OF
                             FIRST INDUSTRIAL, L.P.


         As of April 3, 1998, the undersigned, being the sole general partner of
First Industrial, L.P. (the "PARTNERSHIP"), a limited partnership formed under
the Delaware Revised Uniform Limited Partnership Act and pursuant to the terms
of that certain Sixth Amended and Restated Limited Partnership Agreement, dated
as of March 18, 1998 (the "PARTNERSHIP AGREEMENT"), as amended to date, does
hereby amend the Partnership Agreement as follows:


         Capitalized terms used but not defined in this First Amendment shall
have the same meanings that are ascribed to them in the Partnership Agreement.

         1. ADDITIONAL LIMITED PARTNERS. The Persons identified on EXHIBIT 1A
hereto are hereby admitted to the Partnership as Additional Limited Partners
owning the number of Units and having made the Capital Contributions set forth
on such EXHIBIT 1A. Such persons hereby adopt the Partnership Agreement.

         2. SCHEDULE OF PARTNERS. EXHIBIT 1B to the Partnership Agreement is
hereby deleted in its entirety and replaced by EXHIBIT 1B hereto which
identifies the Partners following consummation of the transactions referred to
in Section 1 hereof.

         3. PROTECTED AMOUNTS. In connection with the transactions consummated
pursuant to that certain Contribution Agreement (the "CONTRIBUTION AGREEMENT"),
dated April 3, 1998, by and between FR Acquisitions, Inc., a Maryland
corporation (it having assigned its entire right, title and interest in and to
the Contribution Agreement to the Partnership), and Sam Shamie and Keith Pomeroy
certain Protected Amounts are being established for the Additional Limited
Partners admitted pursuant to this First Amendment, which Protected Amounts are
reflected on EXHIBIT 1D attached hereto and shall be incorporated as part of
EXHIBIT 1D of the Partnership Agreement.

         4. RATIFICATION. Except as expressly modified by this First Amendment,
all of the provisions of the Partnership Agreement are affirmed and ratified and
remain in full force and effect.


                                      * * *



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         IN WITNESS WHEREOF, the undersigned has executed this amendment as of
the date first written above.


                                            FIRST INDUSTRIAL REALTY TRUST, INC.,
                                            as sole general partner of the
                                            Partnership


                                            By:  /s/ Michael T. Tomasz
                                                 -------------------------------
                                                 Name:  Michael Tomasz
                                                 Title: President and Chief 
                                                        Executive Officer