filprespltr_091807.htm

September 17, 2007

(312) 344-4380

Ms. Jennifer Monick

Staff Accountant

Division of Corporate Finance

Unites States Securities and Exchange Commission

450 Fifth Avenue, N. W.

Washington, D.C. 20549-0405

Re:	First Industrial L.P.
	Form 10-K for the year ended December 31, 2006
	Form 8-K Filed April 30, 2007
	File No. 1-13102

Dear Ms. Monick:

First Industrial L.P. (“FILP”) has carefully considered each of the comments in your letter dated August 15, 2007, and at the request and on behalf of First Industrial, I respectfully provide FILP’s responses below.

Form 10-K for the year ended December 31, 2006

Financial Statements

Notes to Consolidated Financial Statements

Note 6, Mortgage Loan Payable, Net, Senior Unsecured Debt, Net and Unsecured Lines of Credit

Senior Unsecured Debt, Net, page 78

1.	Management confirms that they will revise the disclosure in future filings to disclose that the capped call transaction requires net share settlement.

Note 19, Pro Forma Financial Information (unaudited), page 99

2.	As discussed, FILP will continue to exclude acquisitions of properties that are leased back to the seller from our pro forma financial information provided within its Form 10-K and within our Form 8-K filings.

Form 8-K filed April 30, 2007

Pro Forma Financial Information, page 46

Due to its flexibility in completing acquisitions, FILP uses its credit facility to finance all of its acquisitions with the intent of making repayments on the credit facility once permanent financing (debt and/or equity offerings) has been obtained. Since the credit facility is a temporary financing vehicle, management determined that it was more appropriate to include financing adjustments based on the permanent financing arrangements associated with the acquisitions.

However, based upon your response, management has recalculated the interest expense and preferred dividend adjustments included within our pro forma financial information to calculate the financing of the acquisition based upon the debt financing that was assumed at the time of the acquisition. The blended rate debt and equity (shown below – within the first column) represents how FILP initially calculated the interest expense and preferred dividend adjustments. This assumed the debt transactions (2016 Notes and the 2011 Exchangeable Notes), the equity transactions (Series J Preferred Stock and Series K Preferred Stock) and use of FILP’s credit facility during 2005 and 2006, were all used to finance the acquisitions and accordingly a blended rate, based upon the rates of the aforementioned transactions was used. The specific rate debt (shown below – within the second column) represents the calculation of the financing of the acquisitions assuming that First Industrial purchased all of its acquisitions using only its credit facility (which is the specific debt that was utilized to purchase the acquisitions) as the total investment activity did not exceed the credit facility limits. The difference between what FILP had filed it its Form 8-K on April 30, 2007 (Blended Rate Debt and Equity column) and the revised numbers (Specific Rate Debt column) is shown below:

2006	Blended Rate Debt & Equity (As Filed)			Specific Rate Debt (As Revised)			Difference in $ or EPU			Difference in %
(in ‘000’s)

Interest Expense		99,412			103,371			3,959			3.98	%
Preferred Dividends		24,092			21,424			(2,668	)		-11.07	%
Loss From Continuing Operations Available to Unitholders		(44,388	)		(45,679	)		(1,291	)		2.91	%
Basic EPU		(0.88	)		(0.90	)		0.02
Diluted EPU		(0.88	)		(0.90	)		0.02

2005
(in ‘000’s)

Interest Expense		60,556			74,776			14,220			23.48	%
Preferred Dividends		25,188			10,688			(14,500	)		-57.57	%
Loss From Continuing Operations Available to Unitholders		(108	)		172			280			-259.26	%
Basic EPU		(0.00	)		(0.00	)		-
Diluted EPU		(0.00	)		(0.00	)		-

Based on the immaterial impact of the change to income (loss) from continuing operations available to common stockholders and basic and diluted EPU, management is requesting to implement the change prospectively versus amending the Form 8-K that was filed on April 30, 2007.

Management also considered the following qualitative factors in requesting this prospective treatment:

·	The primary metric that REIT analysts use to measure REIT performance is FFO; REIT analysts do not analyze results on a continuing or discontinued basis nor do they utilize proforma information as provided in FILP’s Form 8-K;

·	Management has never provided proforma information within any of its press releases nor discussed proforma results on any of its quarterly earnings calls;

·	The trend in earnings is not impacted by the recalculated amounts;

·	While the recalculated amounts do change the net loss available to unitholders into net income available to unitholders for the year ended December 31, 2005, EPU before and after the change remains at 0.00;

·	The recalculated amounts do not impact any segment information;

·	The recalculated amounts do not impact FILP’s REIT status;

·	The recalculated amounts do not impact FILP’s’s debt covenant calculations;

·	The recalculated amounts do not impact compensation of employees of FILP;

·	The recalculated amounts do not conceal an unlawful transaction.

In connection with responding to the above comments, FILP hereby acknowledges that it is responsible for the adequacy and accuracy of the disclosures in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and FILP may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions about any of FILP’s responses to your comments or require further explanation, please do not hesitate to telephone me at (312) 344-4380.

Sincerely,

/s/ Scott Musil

Scott Musil

cc: Michael J. Havala

John Clayton, Esq.

Ian Nelson