SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                  Date of earliest event reported: May 14, 1997

                             First Industrial, L.P.
             (Exact name of registrant as specified in its charter)

Delaware                               333-21873             36-3924586
(State or other                     (Reporting File       (I.R.S. Employer
jurisdiction of organization)           Number)          Identification No.)

150 N. Wacker Drive, Suite 150
Chicago, Illinois                                              60606
(Address of principal executive offices)                    (Zip Code)

                                 (312) 704-9000

              (Registrant's telephone number, including area code)








Item 7.  Financial Statements and Exhibits

         Exhibit
         Number   Exhibit

          10      Third Amended and Restated Limited Partnership Agreement of 
                  First Industrial, L.P.






                                   SIGNATURES


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

                                  FIRST INDUSTRIAL, L.P.

                                  By:  First Industrial Realty Trust, Inc.


                                  By:   /s/ Michael J. Havala
                                        -----------------------------------
                                         Name:   Michael J. Havala
                                         Title:  Chief Financial Officer,
                                                   Treasurer and Secretary


Date:    May 15, 1997







                                  Exhibit Index



Exhibit
Number      Exhibit

10          Third Amended and Restated Limited Partnership Agreement of First 
            Industrial, L.P.