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                                  UNITED STATES
                       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

                               September 16, 2004
                Date of Report (Date of earliest event reported)


                             FIRST INDUSTRIAL, L.P.
             (Exact name of registrant as specified in its charter)

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

                         311 S. Wacker Drive, Suite 4000
                             Chicago, Illinois 60606
               (Address of principal executive offices, zip code)

                                 (312) 344-4300
              (Registrant's telephone number, including area code)




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Item 9.01. Financial Statements and Exhibits.

          (c) Exhibits. The following exhibits are filed herewith:



       Exhibit No.      Description
       -----------      -----------

           1.1.         Sales Agreement by and among First Industrial Realty
                        Trust, Inc. and First Industrial, L.P., and Cantor
                        Fitzgerald & Co. dated September 16, 2004.









                                   SIGNATURES


     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 hereunto duly authorized.


                               FIRST INDUSTRIAL, L.P.
                                   By:  First Industrial Realty Trust, Inc.,
                                        as its sole general partner




                                   By:  /s/ Scott A. Musil
                                        ---------------------------------
                                        Name:   Scott A. Musil
                                        Title:  Senior Vice President
                                                  and Controller

Date:  September 16, 2004