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): April 6, 1998

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") acquired 142
industrial properties and one land parcel for future development from unrelated
parties and four industrial properties from a related party during the period
January 1, 1998 through April 16, 1998 and partnerships in which the Operating
Partnership owns a 99% limited partnership interest (the "Other Real Estate
Parternships") purchased 21 industrial properties and six land parcels for
future development from unrelated parties during the period January 1, 1998
through April 17, 1998. The combined purchase price of the 146 industrial
properties and land parcel acquired by the Operating Partnership totaled
approximately $327.2 million, excluding development costs incurred subsequent
to the acquisition of the land parcel and closing costs incurred in conjunction
with the acquisition of the industrial properties and land parcel. The combined
purchase price of the 21 industrial properties and six land parcels acquired by
the Other Real Estate Partnerships totaled approximately $36.7 million,
excluding development costs incurred subsequent to the acquisition of the land
parcels and closing costs incurred in conjunction with the acquisition of the
industrial properties and land parcels. The 146 industrial properties and land
parcel acquired by the Operating Partnership and the 21 industrial properties
and six land parcels acquired by the Other Real Estate Partnerships are
described below and were funded with working capital, the issuance of limited
partnership units in the Operating Partnership (the "Units"), preferred
contributions from the general partner, the assumption of secured debt,
borrowings under the Operating Partnership's $300 million unsecured revolving
credit facility and the issuance of other unsecured debt. The Operating
Partnership and the Other Real Estate Partnerships will operate the facilities
as industrial rental property. With respect to the land parcels purchased, the
Operating Partnership and the Other Real Estate Partnerships intend to develop
the land parcels and operate the facilities as industrial rental property.

- - On January 9, 1998, the Operating Partnership purchased a 53,500 square foot
light industrial property located in Franklin Park, Illinois. The purchase
price for the property was approximately $1.2 million. The property was
purchased from Chicago Trust Company, successor Trustee to Chicago Title and
Trust Company, as trustee u/t/a dated November 18, 1982, Trust No. 10-82791,
The Sam Cohn Testamentary Trust, Jerrold V. Cohen and Leslie S. Cohn.

- - On January 12, 1998, the Operating Partnership purchased five light
industrial properties and one bulk warehouse property totaling 353,048
square feet located in West Chicago, Illinois. The aggregate purchase price
for these properties was approximately $12.0 million. The properties were
purchased from Westech Business Centers, Inc. and Wegner Land and
Development Corporation.

- - On January 15, 1998, the Operating Partnership purchased four light
industrial properties totaling 318,013 square feet in Minneapolis,
Minnesota. The aggregate purchase price for these properties was
approximately $11.2 million. The properties were purchased from Advent
Realty Limited Partnership II.

- - On January 16, 1998, the Operating Partnership purchased a 288,000 square
foot bulk warehouse property located in Bolingbrook, Illinois for
approximately $10.4 million. The property was purchased from Bardale
Company.

- - On January 27, 1998, the Operating Partnership purchased nine light
industrial properties totaling 183,772 square feet and a land parcel located
in West Valley City, Utah. The aggregate purchase price for these properties
and land parcel was approximately $15.2 million. The properties and land
parcel were purchased from Stancop Associates Joint Venture, a Utah joint
venture.

- - On January 30, 1998, the Operating Partnership purchased three light
industrial properties and one bulk warehouse property totaling 309,386
square feet located in Chicago, Illinois. The aggregate purchase price for
these properties was approximately $7.9 million which was funded with $7.7
million in cash and the issuance of 5,772 Units valued at $.2 million. The
properties were purchased from Western Suburban Industrial Investments
Limited Partnership ("Western"). The sole general partner of Western, having
a 5% interest, was Tomasz/Shidler Investment Corporation, the sole
shareholders of which were a Director and a Director/Officer of the
Operating Partnership who also had a 53% and 32% limited partnership
interest in Western, respectively. Further, an additional Director/Officer
and an Officer of the Operating Partnership were limited partners in Western
having interests of 2% and .5%, respectively.

- - On January 30, 1998, the Operating Partnership purchased ten light
industrial properties totaling 448,186 square feet located in Denver,
Colorado. The aggregate purchase price for these properties was
approximately $16.9 million which was funded with $16.5 million in cash and
the issuance of 10,961 Units valued at $.4 million. The properties were
purchased from RPM Investments, Inc. as accommodator for the Denver Gardens
Company, L.L.C. and Myrna R. Debilak, 3150 Corporation as qualified
intermediary for Stan Lucas, 3811 Joliet, L.L.P., a Colorado limited
liability partnership, Lewis-Joliet, L.L.P. and Pacifica Joliet Industrial,
L.L.C., a Colorado limited liability corporation, Equity Industrial, L.P., a
Nevada limited partnership and Equity Industrial- California, L.P., a
Colorado limited partnership. This acquisition was the final phase of the
Pacifica Acquisition Properties transaction. Information related to this
acquisition and audited financial statements were provided in Form 8-K/A
No.2 dated December 11, 1997, as filed on February 26, 1998.

- - On February 2, 1998, the Other Real Estate Partnerships purchased a land
parcel located in Taylor, Michigan for approximately $.8 million. The land
parcel was purchased from Virginia Holding Corporation, a Virginia
corporation.

- - On February 5, 1998, the Other Real Estate Partnerships purchased a land
parcel located in Orion, Michigan for approximately $1.3 million. The land
parcel was purchased from Ms. Beverly J. Ohngren.

- - On February 11, 1998, the Operating Partnership purchased a 69,220 square
foot light industrial property located in Springboro, Ohio. The purchase
price for the property was approximately $2.0 million. The property was
purchased from Alcoa Building Products, Inc. Rental history had not
commenced as of the date of purchase.

- - On March 3, 1998, the Operating Partnership purchased a 42,700 square foot
light industrial property located in Garden City, New York. The purchase
price for the property was approximately $2.0 million. The property was
purchased from Klinger Scientific Corporation.

- - On March 4, 1998, the Other Real Estate Partnerships purchased a light
industrial property totaling 181,950 square feet and a land parcel located
in Noblesville, Indiana. The aggregate purchase price for the property and
land parcel was approximately $2.9 million. The property and land parcel
were purchased from Alliant Foodservice, Inc. The property was owner
occupied prior to purchase.

- - On March 10, 1998, the Other Real Estate Partnerships purchased a land
parcel located in Conyers, Georgia for approximately $.7 million. The land
parcel was purchased from Atlanta East (Delaware), L.L.C.

- - On March 12, 1998, the Operating Partnership purchased two light industrial
properties totaling 75,200 square feet located in Grand Rapids, Michigan.
The aggregate purchase price for these properties was approximately $2.5
million which was funded with $1.1 million in cash and the issuance of
37,674 Units valued at $1.4 million. The properties were purchased from
Robert J. Powers.

- - On March 12, 1998, the Other Real Estate Partnerships purchased 16 light
industrial properties totaling 534,360 square feet and a land parcel located
in Exton, Pennsylvania. The aggregate purchase price for these properties
and land parcel was approximately $22.7 million. The properties and land
parcel were purchased from Pickering Acquisitions Associates, a Pennsylvania
general partnership.

- - On March 17, 1998, the Operating Partnership purchased a 200,000 square foot
bulk warehouse property located in Chicago, Illinois for approximately $4.9
million. The property was purchased from Lake Moor Investments, Inc.

- - On March 18, 1998, the Operating Partnership purchased two light industrial
properties totaling 217,612 square feet located in Columbus, Ohio. The
aggregate purchase price for these properties was approximately $5.1
million. The properties were purchased from Northwest Equity Partners, a
Texas general partnership.

- - On March 23, 1998, the Operating Partnership purchased a 60,000 square foot
light industrial property located in Farmingdale, New York. The purchase
price for the property was approximately $2.2 million. The property was
purchased from Mr. Jerry Williams. The property was owner occupied prior to
purchase.

- - On March 24, 1998, the Operating Partnership purchased a 66,132 square foot
light industrial property located in Sterling Heights, Michigan. The
purchase price for the property was approximately $3.1 million. The property
was purchased from Jado V L.L.C. The property was owner occupied prior to
purchase.

- - On March 25, 1998, the Operating Partnership purchased seven light
industrial properties totaling 382,063 square feet located in Detroit,
Michigan. The aggregate purchase price for these properties was
approximately $17.2 million. The properties were purchased from Pioneer
Acquisition Realty Trust, Dynamic Associates, L.P., a Michigan limited
partnership, Stephenson Highway Realty Trust, Pioneer Acquisition Realty
Trust and Aero-Mand Limited Partnership.

- - On March 27, 1998, the Operating Partnership purchased a 123,808 square foot
bulk warehouse property located in Smyrna, Georgia for approximately $5.0
million. The property was purchased from Highlands Summit Business Center,
L.L.C. The property was owner occupied prior to purchase.

- - On March 27, 1998, the Other Real Estate Partnerships purchased a land
parcel located in Minneapolis, Minnesota for approximately $1.9 million. The
land parcel was purchased from Valley Green Business Park Limited
Partnership.

- - On March 31, 1998, the Operating Partnership purchased a 423,230 square foot
bulk warehouse property located in Coloma, Michigan for approximately $9.1
million. The property was purchased from Agrilink Foods, Inc. The property
was owner occupied prior to purchase.

- - On April 1, 1998, the Other Real Estate Partnerships purchased three light
industrial properties totaling 75,350 square feet located in Des Moines,
Iowa. The aggregate purchase price for these properties was approximately
$2.3 million. The properties were purchased from Mr. Jeffrey N. Downing, Mr.
Dale K. Humiston and Mr. Leon R. Shearer.

- - On April 1, 1998, the Operating Partnership purchased a 99,600 square foot
light industrial property located in Hauppauge, New York. The purchase price
for the property was approximately $6.2 million which was funded with $4.0
million in cash and the issuance of 61,604 Units valued at $2.2 million. The
property was purchased from Mall Drive Associates, a New York limited
partnership.

- - On April 1, 1998, the Operating Partnership purchased a 325,000 square foot
bulk warehouse property located in Garden City, New York for approximately
$14.5 million. The property was purchased from Di Giorgio Corporation.

- - On April 1, 1998, the Operating Partnership purchased 11 light industrial
properties totaling 525,800 square feet located in Hartford, Connecticut.
The aggregate purchase price for these properties was approximately $15.5
million. The properties were purchased from the Illinois Teachers Retirement
Pension Fund.

- - On April 3, 1998, the Operating Partnership purchased 39 light industrial
properties totaling 857,108 square feet located in Detroit, Michigan. The
aggregate purchase price for these properties was approximately $64.1
million which was funded with $40.1 million in cash and the issuance of
691,060 Units valued at $24.0 million. The properties were purchased from
Shamie-Pomeroy.

- - On April 6, 1998, the Operating Partnership purchased 25 light industrial
properties and three bulk warehouse properties totaling 1,531,338 square
feet located in Cherry Hill, New Jersey. The aggregate purchase price for
these properties was approximately $51.0 million. The properties were
purchased from Cherry Hill Industrial Sites, Inc.

- - On April 9, 1998, the Other Real Estate Partnerships purchased a 284,135
square foot bulk warehouse property located in Chicago, Illinois for
approximately $4.1 million. The property was purchased from United
Warehousing Company.

- - On April 14, 1998, the Operating Partnership purchased a 103,257 square foot
bulk warehouse property located in Englewood, Colorado for approximately
$6.1 million. The property was purchased from Spiral, Inc. Rental History
commenced on January 1, 1998.

- - On April 16, 1998, the Operating Partnership purchased a 300,300 square foot
bulk warehouse property located in Columbus, Ohio for approximately $4.5
million. The property was purchased from Lockbourne Fidelco Partnership, an
Ohio general partnership.

- - On April 16, 1998, the Operating Partnership purchased ten light industrial
properties and one bulk warehouse property totaling 840,229 square feet
located in Baltimore, Maryland. The aggregate purchase price for these
properties was approximately $37.4 million which was funded with $33.3
million in cash, the assumption of $2.5 million of debt and the issuance of
44,776 Units valued at $1.6 million. The properties were purchased from P.F.
Obrecht and Son.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

Combined Historical Statements of Revenues and Certain
Expenses for the 1998 Acquisition A Properties -
Unaudited.

Combined Historical Statements of Revenues and Certain
Expenses for the 1998 Acquisition I Properties and Notes
thereto with Independent Accountant's report dated April
23, 1998.

(b) Pro Forma Financial Information:

Pro Forma Balance Sheet as of March 31, 1998.

Pro Forma Statement of Operations for the Three Months
Ended March 31, 1998.

Pro Forma Statement of Operations for the Year Ended
December 31, 1997.

Exhibits Number Description
--------------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants

7
INDEX TO FINANCIAL STATEMENTS

PAGE
----

1998 ACQUISITION A PROPERTIES

Combined Historical Statements of Revenues and Certain Expenses for the
1998 Acquisition A Properties for the Three Months Ended March 31, 1998
and the Year Ended December 31, 1997-
Unaudited............................................................... 7

1998 ACQUISITION I PROPERTIES

Report of Independent Accountants....................................... 8

Combined Historical Statements of Revenues and Certain Expenses for the
1998 Acquisition I Properties for the Three Months Ended March 31, 1998
(Unaudited) and for the Year Ended December 31, 1997.................... 9

Notes to Combined Historical Statements of Revenues and
Certain Expense......................................................... 10-11

PRO FORMA FINANCIAL INFORMATION

Pro Forma Balance Sheet as of March 31, 1998............................ 12

Pro Forma Statement of Operations for the Three Months Ended March 31,
1998.................................................................... 13

Notes to Pro Forma Financial Statements................................. 14-16

Pro Forma Statement of Operations for the Year Ended
December 31, 1997....................................................... 17

Notes to Pro Forma Financial Statement.................................. 18-21

6
8

1998 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 30 of 146
properties (of which 142 properties were acquired from unrelated parties and
four properties were acquired from a related party) during the period January
1, 1998 through April 16, 1998 (collectively, the "1998 Acquisition A
Properties") by First Industrial, L.P. (the "Operating Partnership"). The
Combined Historical Statement of Revenues and Certain Expenses for the Three
Months Ended March 31, 1998 includes operations only for the periods for which
the properties were not owned by the Operating Partnership. These statements
are exclusive of 111 properties (the "1998 Acquisition I Properties") acquired
by the Operating Partnership which have been audited and are included elsewhere
in this Form 8-K/A No. 1, an additional parcel of land for future development,
four properties occupied by the previous owner prior to acquisition and one
property in which rental history had not commenced prior to the date of
purchase.

The 1998 Acquisition A Properties were acquired for an aggregate
purchase price of approximately $93.4 million and have an aggregate gross
leaseable area of 2,780,754 square feet. A description of each property is
included in Item 5.

FOR THE THREE FOR THE
MONTHS ENDED YEAR ENDED
MARCH 31, 1998 DECEMBER 31, 1997
(UNAUDITED) (UNAUDITED)
----------- -----------

Revenues:
Rental Income ............................. $ 954 $5,885
Tenant Recoveries and Other Income ........ 461 2,536
------ ------
Total Revenues .......................... 1,415 8,421
------ ------

Expenses:
Real Estate Taxes ......................... 464 2,562
Repairs and Maintenance ................... 18 227
Property Management ....................... 11 150
Utilities ................................. 3 92
Insurance ................................. 9 50
Other ..................................... 1 14
------ ------
Total Expenses .......................... 506 3,095
------ ------
Revenues in Excess of Certain Expenses ....... $ 909 $5,326
====== ======

7
9

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 1998 Acquisition I Properties as described
in Note 1 for the year ended December 31, 1997. This financial statement is the
responsibility of the 1998 Acquisition I Properties' management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. 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 April 6, 1998 of First Industrial, L.P. and is not intended to
be a complete presentation of the 1998 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 1998
Acquisition I Properties for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Chicago, Illinois
April 23, 1998

1998 ACQUISITION I PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

FOR THE THREE
MONTHS ENDED FOR THE
MARCH 31, 1998 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1997
----------- -----------------

Revenues:
Rental Income ............................. $ 6,279 $22,095
Tenant Recoveries and Other Income ........ 1,121 3,602
------- -------
Total Revenues ....................... 7,400 25,697
------- -------

Expenses:
Real Estate Taxes ......................... 1,027 3,598
Repairs and Maintenance ................... 577 2,050
Property Management ....................... 260 696
Utilities ................................. 128 420
Insurance ................................. 56 216
Other ..................................... 63 97
------- -------
Total Expenses ...................... 2,111 7,077
------- -------
Revenues in Excess of Certain Expenses ....... $ 5,289 $18,620
======= =======

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

1998 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 111 properties acquired
by First Industrial, L.P. (the "Operating Partnership") during the period
January 1, 1998 through April 16, 1998 (the "1998 Acquisition I Properties").

The 1998 Acquisition I Properties were acquired for an aggregate
purchase price of approximately $210.4 million.

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

West Chicago, IL 6 353,048 January 12, 1998 January 1, 1997

(a) West Valley City, UT 9 183,772 January 27, 1998 January 1, 1997

Detroit, MI 7 382,063 March 25, 1998 January 1, 1997

Hartford, CT 11 525,800 April 1, 1998 January 1, 1997

Detroit, MI 39 857,108 April 3, 1998 January 1, 1997

Cherry Hill, NJ 28 1,531,338 April 6, 1998 January 1, 1997

Baltimore, MD 11 840,229 April 16, 1998 January 1, 1997
--- ---------
111 4,673,358
=== =========

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

(a) Exclusive of land parcel purchased

The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the three months ended March 31, 1998 includes the operations only
for those periods for which the properties were not owned by the 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 1998 Acquisition I Properties that may not be
comparable to the expenses expected to be incurred in their proposed 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. 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.

1998 ACQUISITION I PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

3. FUTURE RENTAL REVENUES

The 1998 Acquisition I Properties are leased to tenants under net and
semi-net operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1997 are approximately as follows:

1998
Acquisition I
Properties
-----------------

1998 $19,865

1999 15,887

2000 11,796

2001 8,075

2002 4,644

Thereafter 12,786
-------

Total $73,053
=======

FIRST INDUSTRIAL, L.P.
PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1998
(DOLLARS IN THOUSANDS)

First 1998 1998
Industrial, Acquisition Acquisition
L.P. A(1) I(1) First
Inc. Properties Properties Pro Forma Industrial,
Historical) (Historical) (Historical) Adjustments L.P.
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Pro Forma
---------- ---------- ---------- ---------- ---------

ASSETS
Assets:
Investment in Real Estate:
Land ........................................... $ 272,479 $ 4,674 $ 25,198 $ -- $ 302,351
Buildings and Improvements ..................... 1,499,254 26,489 142,791 -- 1,668,534
Furniture, Fixtures and Equipment .............. 1,328 -- -- -- 1,328
Construction in Progress ....................... 33,282 -- -- -- 33,282
Less: Accumulated Depreciation ................. (108,214) -- -- -- (108,214)
----------- ----------- ----------- ----------- -----------
Net Investment in Real Estate .............. 1,698,129 31,163 167,989 -- 1,897,281

Investment in Other Real Estate Partnerships ...... 302,162 -- -- 6,350 308,512
Cash and Cash Equivalents ......................... 3,029 (29,022) (139,853) 165,846 --
Tenant Accounts Receivable, Net ................... 8,339 -- -- -- 8,339
Deferred Rent Receivable .......................... 8,220 -- -- -- 8,220
Deferred Financing Costs, Net ..................... 7,845 -- -- -- 7,845
Prepaid Expenses and Other Assets, Net ............ 42,327 -- -- -- 42,327
----------- ----------- ----------- ----------- -----------
Total Assets ................... $ 2,070,051 $ 2,141 $ 28,136 $ 172,196 $ 2,272,524
=========== =========== =========== =========== ===========

LIABILITIES AND
PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ............................ $ 60,835 $ -- $ 2,525 $ -- $ 63,360

Senior Unsecured Debt, Net ........................ 748,763 -- -- -- 748,763
Acquisition Facilities Payable .................... 17,800 -- -- 172,196 189,996
Accounts Payable and Accrued Expenses ............. 46,759 -- -- -- 46,759
Rents Received in Advance and Security
Deposits ...................................... 14,898 -- -- -- 14,898
Distributions Payable ............................. 22,709 -- -- -- 22,709

Total Liabilities .......................... 911,764 -- 2,525 172,196 1,086,485

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

Partners' Capital:
General Partner Preferred Units ................... 336,990 -- -- -- 336,990
General Partner Units ............................. 674,639 -- -- -- 674,639
Limited Partner Units ............................. 146,658 2,141 25,611 -- 174,410
----------- ----------- ----------- ----------- -----------
Total Partners' Capital .................... 1,158,287 2,141 25,611 -- 1,186,039
----------- ----------- ----------- ----------- -----------
Total Liabilities and Partners' Capital..... $ 2,070,051 $ 2,141 $ 28,136 $ 172,196 $ 2,272,524
=========== =========== =========== =========== ===========

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

14
1

FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)

1998 1998
First Acquisition Acquisition
Industrial, A I First
L.P. Properties Properties Pro Forma Industrial,
(Historical) (Historical) (Historical) Adjustments L.P.
Note 3 (a) Note 3 (b) Note 3 (c) Note 3 (d) Pro Forma
------------ ------------ ------------ ----------- -------------

REVENUES:
Rental Income .................................. $ 51,334 $ 954 $ 6,279 $ -- $ 58,567
Tenant Recoveries and Other Income ............. 11,744 461 1,121 -- 13,326
-------- -------- -------- -------- --------
Total Revenues ........................... 63,078 1,415 7,400 -- 71,893
-------- -------- -------- -------- --------
EXPENSES:
Real Estate Taxes .............................. 10,808 464 1,027 -- 12,299
Repairs and Maintenance ........................ 2,979 18 577 -- 3,574
Property Management ............................ 2,485 11 260 -- 2,756

Utilities ...................................... 1,944 3 128 -- 2,075

Insurance ...................................... 179 9 56 -- 244

Other .......................................... 852 1 63 -- 916
General and Administrative ..................... 2,619 -- -- -- 2,619
Interest Expense ............................... 14,069 -- -- 2,514 16,583
Amortization of Interest Rate Protection
Agreements and Deferred Financing Costs ....... 161 -- -- -- 161

Depreciation and Other Amortization ............ 11,617 -- -- 1,362 12,979
-------- -------- -------- -------- --------
Total Expenses .......................... 47,713 506 2,111 3,876 54,206
-------- -------- -------- -------- --------
Income Before Gain on Sales of Real Estate and
Equity in Income of Other Real Estate ......... 15,365 909 5,289 (3,876) 17,687
Partnerships
Gain on Sales of Real Estate ..................... 43 -- -- -- 43
-------- -------- -------- -------- --------
Income Before Equity in Income of Other Real
Estate Partnerships ........................... 15,408 909 5,289 (3,876) 17,730
Equity in Income of Other Real Estate
Partnerships .................................. 8,757 -- -- 638 9,395
-------- -------- -------- -------- --------
Net Income ....................................... 24,165 909 5,289 (3,238) 27,125
Less: Preferred Unit Distributions ............... (4,998) -- -- (2,234) (7,232)
-------- -------- -------- -------- --------
Net Income Available to Unitholders .............. $ 19,167 $ 909 $ 5,289 $ (5,472) $ 19,893
======== ======== ======== ======== ========

Net Income Available to Unitholders per
Weighted Average Unit Outstanding:
Basic (42,388,857 for March 31, 1998) ... $ .45
========
Diluted (42,763,034 for March 31, 1998).. $ .45
========
Pro Forma Net Income Available to
Unitholders Per Weighted Average Unit
Outstanding:
Basic (43,221,176 for March 31, 1998, pro
forma)................................... $ .46
========
Diluted (43,595,353 for March 31, 1998,
pro forma) .............................. $ .46
========

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

13
15

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 sole
general partner of the Operating Partnership is First Industrial Realty Trust,
Inc. (the "Company") with an approximate 86.2% ownership interest at March 31,
1998.

The accompanying unaudited pro forma balance sheet and unaudited pro
forma statement of operations for the Operating Partnership reflect the
historical financial position of the Operating Partnership as of March 31, 1998,
the historical operations of the Operating Partnership for the period January 1,
1998 through March 31, 1998, the acquisition of 30 properties (the "1998
Acquisition A Properties") and 111 properties (the "1998 Acquisition I
Properties") during the period January 1, 1998 through April 16, 1998.

The accompanying unaudited pro forma balance sheet as of March 31, 1998
has been prepared based upon certain pro forma adjustments to the historical
March 31, 1998 balance sheet of the Operating Partnership. The unaudited pro
forma balance sheet as of March 31, 1998 has been prepared as if the properties
acquired subsequent to March 31, 1998 had been acquired on March 31, 1998 and
the assumption of $2.5 million of secured debt had occurred on March 31, 1998.

The accompanying unaudited pro forma statement of operations for the
three months ended March 31, 1998 has been prepared based upon certain pro forma
adjustments to the historical March 31, 1998 statement of operations of the
Operating Partnership. The unaudited pro forma statement of operations for the
three months ended March 31, 1998 has been prepared as if the properties
acquired subsequent to December 31, 1997 had been acquired on either January 1,
1997 or the lease commencement date if the property was developed. In addition,
the unaudited pro forma statement of operations is prepared as if the assumption
of $2.5 million of secured debt, the issuance on March 31, 1998 of $100 million
of unsecured debt bearing interest at 6.5% which matures on April 5, 2011 (the
"2011 Drs."), the issuance on February 4, 1998 of the 7.95% Series D Preferred
Units (the "Series D Preferred Capital Contribution") and the issuance on March
18, 1998 of the 7.90% Series E Preferred Units (the "Series E Preferred Capital
Contribution") had been completed on January 1, 1997.

The unaudited pro forma balance sheet is not necessarily indicative of
what the Operating Partnership's financial position would have been as of March
31, 1998 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
three months ended March 31, 1998 had the transactions been consummated as
described above, nor does it purport to present the future results of operations
of the Operating Partnership.

2. BALANCE SHEET PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - MARCH 31, 1998

(a) The historical balance sheet reflects the financial position of the
Operating Partnership as of March 31, 1998 as reported in the Operating
Partnership's Form 10-Q for the quarter ended March 31, 1998.

(b) Represents the portion of the 1998 Acquisition A Properties that were
acquired subsequent to March 31, 1998 (the "1998 Acquisition A(1)
Properties") as if the acquisitions had occurred on March 31, 1998. The
1998 Acquisition A(1) Properties were acquired for approximately $31.1
million in the aggregate which was funded with $29.0 million in cash and
the issuance of 61,604 limited partnership units in the Operating
Partnership (the "Units") valued at $2.1 million.

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

(c) Represents the portion of the 1998 Acquisition I Properties that were
acquired subsequent to March 31, 1998 (the "1998 Acquisition I(1)
Properties") as if the acquisitions had occurred on March 31, 1998. The
1998 Acquisition A(1) Properties were acquired for approximately $168.0
million in the aggregate which was funded with $139.9 million in cash,
the assumption of $2.5 million of secured debt and the issuance of
735,836 Units valued at $25.6 million.

(d) Represents the adjustments needed to present the pro forma balance sheet
as of March 31, 1998 as if borrowings subsequent to March 31, 1998 under
the Operating Partnership's $300 million unsecured revolving credit
facility (the "1997 Unsecured Acquisition Facility") had occurred on
March 31, 1998.

3. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - MARCH
31, 1998

(a) The historical operations reflect the operations of the Operating
Partnership for the period January 1, 1998 through March 31, 1998 as
reported in the Operating Partnership's Form 10-Q for the quarter ended
March 31, 1998.

(b) The historical operations reflect the operations of the 1998 Acquisition
A Properties for the period January 1, 1998 through the earlier of March
31, 1998 or their respective acquisition dates.

(c) The historical operations reflect the operations of the 1998 Acquisition
I Properties for the period January 1, 1998 through the earlier of March
31, 1998 or their respective acquisition dates.

(d) In connection with the 1998 Acquisition I Properties, the Operating
Partnership assumed a mortgage loan totaling $2.5 million (the
"Acquisition Mortgage Loan IV"). The interest expense adjustment reflects
interest on the Acquisition Mortgage Loan IV for the pro forma period as
if such indebtedness was outstanding beginning January 1, 1997.

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 1997 Unsecured Acquisition Facility for
the assumed earlier purchase of the 1998 Acquisition A Properties and the
1998 Acquisition I Properties offset by the interest savings related to
the assumed repayment of $292.5 million of acquisition facility
borrowings on January 1, 1997 from the proceeds of the issuance of the
2011 Drs., the Series D Preferred Capital Contribution and Series E
Preferred Capital Contribution and also reflects an increase in interest
expense due to the issuance of the 2011 Drs. as if such unsecured debt
was outstanding as of January 1, 1997.

(Dollars in thousands)

Interest expense related to the Acquisition Mortgage Loan IV as if
such indebtedness was outstanding as of January 1, 1997 ......... $ 56
Interest expense related to the assumed earlier borrowings under
the 1997 Unsecured Acquisition Facility ......................... 4,282
Interest expense related to the issuance of the 2011 Drs. as if such
debt was outstanding as of January 1, 1997 ...................... 1,603
Interest savings due to the assumed repayment of $292.5 million of
acquisition facility borrowings on January 1, 1997 from the
proceeds of the issuance of the 2011 Drs., the Series D
Preferred Capital Contribution and the Series E Preferred
Capital Contribution ............................................ (3,427)
-------
Net Pro Forma Interest Adjustment ............... $ 2,514
=======

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

The depreciation and amortization adjustments reflect the charges for the
1998 Acquisition A Properties and the 1998 Acquisition I Properties from
January 1, 1998 through the earlier of their respective acquisition date
or March 31, 1998 as if such properties were acquired on January 1, 1997.

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 16 properties acquired by First Industrial
Indianapolis, L.P. and four properties acquired by First Industrial
Financing Partnership, L.P. during the period January 1, 1998 through
April 16, 1998 as if such acquisitions had occurred on January 1, 1997.

The preferred unit distribution adjustment reflects preferred
distributions attributable to the Series D Preferred Capital Contribution
and the Series E Preferred Capital Contribution as if such units were
outstanding as of January 1, 1997.

18
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)

1997 1997 1998 1998
First Acquisition Acquisition Acquisition Acquisition
Industrial, A I A I First
L.P. Properties Properties Properties Properties Pro Forma Industrial,
Historical) (Historical) (Historical) (Historical) (Historical) Adjustments L.P.
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e) Note 2 (f) Pro Forma
----------- ------------ ------------ ------------ ------------ ----------- -----------

REVENUES:
Rental Income .......................... $ 77,204 $ 7,319 $ 51,228 $ 5,885 $ 22,095 $ -- $ 163,731
Tenant Recoveries and Other Income ..... 21,362 1,969 9,093 2,536 3,602 -- 38,562
--------- --------- --------- --------- --------- --------- ---------
Total Revenues ................... 98,566 9,288 60,321 8,421 25,697 -- 202,293
--------- --------- --------- --------- --------- --------- ---------

EXPENSES:
Real Estate Taxes ...................... 16,970 2,072 7,746 2,562 3,598 -- 32,948
Repairs and Maintenance ................ 3,772 352 4,958 227 2,050 -- 11,359
Property Management .................... 3,789 265 2,149 150 696 -- 7,049

Utilities .............................. 2,723 103 1,777 92 420 -- 5,115

Insurance .............................. 249 87 615 50 216 -- 1,217

Other .................................. 1,680 4 243 14 97 -- 2,038
General and Administrative ............. 5,820 -- -- -- -- -- 5,820

Interest ............................... 25,099 -- -- -- -- 19,963 45,062
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs ............ 369 -- -- -- -- -- 369
Depreciation and Other Amortization .... 15,873 -- -- -- -- 17,741 33,614
--------- --------- --------- --------- --------- --------- ---------
Total Expenses .................. 76,344 2,883 17,488 3,095 7,077 37,704 144,591
--------- --------- --------- --------- --------- --------- ---------

Income Before Disposition of Interest
Rate Protection Agreements, Gain on
Sales of Real Estate, Equity in Income
of Other Real Estate Partnerships and
Extraordinary Loss.................... 22,222 6,405 42,833 5,326 18,620 (37,704) 57,702
Disposition of Interest Rate Protection
Agreements ........................... 4,038 -- -- -- -- -- 4,038
Gain on Sales of Real Estate ............. 728 -- -- -- -- -- 728
--------- --------- --------- --------- --------- --------- ---------
Income Before Equity in Income of Other
Real Estate Partnerships and
Extraordinary Loss ................... 26,988 6,405 42,833 5,326 18,620 (37,704) 62,468

Equity in Income of Other Real Estate
Partnerships ......................... 31,297 -- -- -- -- 3,174 34,471
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary Loss ......... 58,285 6,405 42,833 5,326 18,620 (34,530) 96,939
Preferred Unit Distributions ............. (7,936) -- -- -- -- (20,992) (28,928)
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary Loss
Available to Unitholders ............ $ 50,349 $ 6,405 $ 42,833 $ 5,326 $ 18,620 $ (55,522) $ 68,011
========= ========= ========= ========= ========= ========= =========

Income Before Extraordinary Loss
Available to Unitholders Per Weighted
Average Unit Outstanding:
Basic (35,681,562 for December
31,1997) ........................ $ 1.41
=========
Diluted (35,987,248 for December
31,1997) ........................ $ 1.40
=========
Pro Forma Income Before Extraordinary
Loss Available to Unitholders Per
Weighted Average Unit Outstanding:
Basic (42,152,569 for December
31, 1997, pro forma) ............ $ 1.61
=========
Diluted (42,458,255 for December
31, 1997, pro forma) ............ $ 1.60
=========

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

17
19

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

1. BASIS OF PRESENTATION.

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, 1997 through December 31, 1997 and the
acquisition of one property on January 9, 1997 (the "1997 Acquisition Property")
which are included in Amendment No. 3 to Form S-3 dated April 30, 1997, the
acquisition of nine properties during the period February 1, 1997 through July
14, 1997 (the "Other 1997 Acquisition Properties") reported on Form 8-K/A No. 2
dated June 30, 1997, the acquisition of 23 properties during the period July 15,
1997 through October 31, 1997 (the "1997 Acquisition II Properties") reported on
Form 8-K dated October 30, 1997, the acquisition of four properties during the
period November 1, 1997 through December 31, 1997 (the "1997 Acquisition IV
Properties") reported Form 8-K/A No. 2 dated December 11, 1997 (collectively,
the "1997 Acquisition A Properties"), the acquisition of 39 properties on
January 31, 1997 (the "Lazarus Burman Properties") which are included in
Amendment No. 3 to Form S-3 dated April 30, 1997, the acquisition of 15
properties (the "Punia Phase I Properties") on June 30, 1997 and 33 properties
through December 5, 1997 (the "Punia Phase II Properties" and, together with the
Punia Phase I Properties, the "Punia Acquisition Properties") which are reported
on Form 8-K/A No.1 dated June 30, 1997, the acquisition of two properties during
the period February 1, 1997 through July 14, 1997 (the "1997 Acquisition I
Properties") reported on Form 8-K/A No. 2 dated June 30, 1997, the acquisition
of 93 properties on October 30, 1997, two properties on December 4, 1997 and 10
properties on January 30, 1998 (together, the "Pacifica Acquisition
Properties"), the acquisition of 64 properties on December 9, 1997 (the "Sealy
Acquisition Properties") and seven properties on October 17, 1997 (the "1997
Acquisition III Properties") which are reported on Form 8-K dated October 30,
1997, the acquisition of 28 properties and one property scheduled to be acquired
by March 31, 1998 (together, the "1997 Acquisition V Properties"), 36 properties
(the "1997 Acquisition VI Properties") and eight properties (the "1997
Acquisition VII Properties") during the period November 1, 1997 through December
31, 1997 which are reported on Form 8-K/A No. 1 dated December 11, 1997, the
acquisition of three properties during the period November 1, 1997 through
December 31, 1997 (the "1997 Acquisition VIII Properties") reported on Form
8-K/A No. 2 dated December 11, 1997 (collectively, the "1997 Acquisition I
Properties"), the acquisition of 30 properties (the "1998 Acquisition A
Properties") and 111 properties (the "1998 Acquisition I Properties") during the
period January 1, 1998 through April 16, 1998 reported on this Form 8-K/A No.1.

The accompanying unaudited pro forma statement of operations for the
year ended December 31, 1997 has been prepared based upon certain pro forma
adjustments to the historical December 31, 1997 statement of operations of the
Operating Partnership. The unaudited pro forma statement of operations for the
year ended December 31, 1997 has been prepared as if the properties acquired
subsequent to December 31, 1996 had been acquired on either January 1, 1997 or
the lease commencement date if the property was developed and as if the
assumption of $22.8 million of secured debt, the issuance on May 13, 1997 of
$150.0 million of unsecured debt bearing interest at 7.60% which matures on May
15, 2007 (the "2007 Notes"), the issuance on May 13, 1997 of $100.0 million of
unsecured debt bearing interest at 7.15% which matures on May 15, 2027 (the
"2027 Notes"), the issuance on May 22, 1997 of $100.0 million of unsecured debt
bearing interest 7.375% which matures on May 15, 2011 (the "2011 Notes"), the
issuance on November 20, 1997 of $50.0 million of unsecured debt bearing
interest at 6.90% which matures on November 21, 2005 (the "2005 Notes"), the
issuance on December 8, 1997 of $150.0 million of unsecured debt bearing
interest at 7.00% which matures December 1, 2006 (the "2006 Notes"), the
issuance on December 8, 1997 of $100.0 million of unsecured debt bearing
interest at 7.50% which matures on December 1, 2017 (the "2017 Notes"), the
issuance on March 31, 1998 of $100 million of unsecured debt bearing interest
at 6.50% which matures on April 5, 2011 (the "2011 Drs."), the issuance on May
14, 1997 of 8.75% Series B Preferred Units (the "Series B Preferred Capital
Contribution"), the issuance on June 6, 1997 of 8.63% Series C Preferred Units
(the "Series C Preferred Capital Contribution"), the issuance on February 4,
1998 of 7.95% Series D Preferred Units (the "Series D Preferred Capital
Contribution"), the issuance on March 18, 1998 of 7.90% Series E Preferred
Units (the "Series E Preferred Capital Contribution"), the issuance on
September 16, 1997 of 637,440 general partnership units in the Operating
Partnership (the "September 1997 Capital Contribution") and the issuance on
October 15, 1997 of 5,400,000 general partnership units in the Operating
Partnership (the "October 1997 Capital Contribution") had been completed on
January 1, 1997.

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

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, 1997 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, 1997

(a) The historical operations reflect income from continuing operations of
the Operating Partnership for the period January 1, 1997 through December
31, 1997 as reported on the Operating Partnership's Form 10-K dated March
31, 1998.

(b) The historical operations reflect the operations of the 1997 Acquisition
A Properties for the period January 1, 1997 through their respective
acquisition dates.

(c) The historical operations reflect the operations of the 1997 Acquisition
I Properties for the period January 1, 1997 through their respective
acquisition dates.

(d) The historical operations reflect the operations of the 1998 Acquisition
A Properties for the period January 1, 1997 through December 31, 1997.

(e) The historical operations reflect the operations of the 1998 Acquisition
I Properties for the period January 1, 1997 through December 31, 1997.

(f) Included within the acquisitions of the 1997 Acquisition I Properties,
the Operating Partnership assumed a $3.8 million mortgage loan (the "LB
Mortgage Loan I") and a $.7 million mortgage loan (the "LB Mortgage Loan
II"). The interest expense adjustment reflects interest on the LB
Mortgage Loan I and the LB Mortgage Loan II for the pro forma period and
as if such indebtedness was outstanding beginning January 1, 1997.

Included within the acquisitions of the 1997 Acquisition A Properties,
the Operating Partnership assumed a $4.2 million mortgage loan (the
"Acquisition Mortgage Loan I") and a $3.6 million mortgage loan (the
"Acquisition Mortgage Loan III"). The interest expense adjustment
reflects interest on the Acquisition Mortgage Loan I and the Acquisition
Mortgage Loan III for the pro forma period and as if such indebtedness
was outstanding beginning January 1, 1997.

Included within the acquisitions of the 1997 Acquisition I Properties,
the Company assumed an $8.0 million mortgage loan (the "Acquisition
Mortgage Loan II"). The interest expense adjustment reflects interest on
the Acquisition Mortgage Loan II for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1997.

Included within the 1998 Acquisition I Properties, the Operating
Partnership assumed a mortgage loan totaling $2.5 million (the
"Acquisition Mortgage Loan IV"). The interest expense adjustment reflects
interest on the Acquisition Mortgage Loan IV for the pro forma period and
as if such indebtedness was outstanding beginning January 1, 1997.

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

The interest expense adjustment reflects an increase in the acquisition
facility borrowings at LIBOR plus 1% for borrowings under the Operating
Partnership's $200 million unsecured revolving acquisition facility (the
"1996 Unsecured Acquisition Facility") or LIBOR plus .8% for borrowings
under the Operating Partnership's $300 million unsecured revolving
acquisition facility (the "1997 Unsecured Acquisition Facility") for the
assumed purchase of the 1997 Acquisition A Properties, the 1997
Acquisition I Properties, the 1998 Acquisition A Properties and the 1998
Acquisition I Properties offset by the interest savings related to the
assumed repayment of $1,281.2 million of acquisition facility borrowings
on January 1, 1997 from the proceeds of the issuance of the 2007 Notes,
the 2027 Notes, the 2011 Notes, the 2005 Notes, the 2006 Notes, the 2017
Notes, the 2011 Drs., the Series B Preferred Capital Contribution, the
Series C Preferred Capital Contribution, the Series D Preferred Capital
Contribution, the Series E Capital Contribution, the September 1997
Capital Contribution and the October 1997 Capital Contribution and also
reflects an increase in interest expense due to the issuance of the 2007
Notes, the 2027 Notes, the 2011 Notes, the 2005 Notes, the 2006 Notes,
the 2017 Notes and the 2011 Drs., as if such unsecured debt was
outstanding as of January 1, 1997.

(Dollars in thousands)

Interest expense related to the LB Mortgage Loan I, the LB
Mortgage Loan II, the Acquisition Mortgage Loan I, The
Acquisition Mortgage Loan II, the Acquisition Mortgage Loan
III and the Acquisition Mortgage Loan IV as if such
indebtedness was outstanding as of January 1, 1997 ......... $ 1,438
Interest expense related to the assumed earlier borrowings under
the 1996 Unsecured Acquisition Facility and 1997 Unsecured
Acquisition Facility ....................................... 43,906
Interest expense related to the issuance of the 2007 Notes, the
2027 Notes, the 2011 Notes, the 2005 Notes, the 2006 Notes,
the 2017 Notes and the 2011 Drs. as if such debt was
outstanding as of January 1, 1997 .......................... 36,057
Interest savings due to the assumed repayment of $1,281.2
million of acquisition facility borrowings on January 1,
1997 from the proceeds of the issuance of the 2007 Notes,
the 2027 Notes, the 2011 Notes, the 2005 Notes, the 2006
Notes, the 2017 Notes and the 2011 Drs., the Series B
Preferred Capital Contribution, the Series C Preferred
Capital Contribution, the Series D Capital Contribution, the
Series E Preferred Capital Contribution, the September 1997
Capital Contribution and the October 1997 Capital
Contribution ................................................... (61,438)
========
Net Pro Forma Interest Adjustment .......... $ 19,963
========

The depreciation and amortization adjustment reflects the charges for the
1997 Acquisition A Properties, the 1997 Acquisition I Properties, the
1998 Acquisition A Properties and the 1998 Acquisition I Properties from
January 1, 1997 through the earlier of their respective acquisition date
or December 31, 1997 and if such properties were acquired on January 1,
1997.

The equity in income of other real estate partnerships adjustment
reflects the Operating Partnership's 99% limited partnership equity
interest in the operations of two properties acquired by First Industrial
Pennsylvania Partnership, L.P. and two properties acquired by First
Industrial Financing Partnership, L.P. during the period January 1, 1997
through December 31, 1997 and the operations of 16 properties acquired by
First Industrial Indianapolis, L.P. and four properties acquired by First
Industrial Financing Partnership, L.P. during the period January 1, 1998
through April 16, 1998 as if such acquisitions had occurred on January 1,
1997.

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

The preferred unit distribution adjustment reflects preferred
distributions attributable to the Series B Preferred Capital
Contribution, the Series C Preferred Capital Contribution, the Series D
Preferred Capital Contribution and the Series E Preferred Capital
Contribution as if such preferred units were outstanding as of January 1,
1997.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1933,
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.

June 16, 1998 By:/s/ Michael J. Havala
---------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants