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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HAVALA MICHAEL J
(Last) (First) (Middle)
311 SOUTH WACKER DRIVE
SUITE 4000
(Street)
CHICAGO IL 60606
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST INDUSTRIAL REALTY TRUST INC [ FR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 01/01/2006 F 5,873(1) D $39.42 117,888(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Transaction resulting from tax withholding in connection with the vesting of restricted stock.
2. Does not include 1,251 shares held indirectly by the reporting person through his daughters.
/s/ John H. Clayton, attorney-in-fact 01/03/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
						  POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the
undersigned hereby constitutes and
appoints John H. Clayton, Sherri L.
Boyle and Scott A. Musil, and each of them
(with full power to each of
them to act alone), his true and lawful
attorneys-in-fact and agents,
with full power of substitution and
resubstitution, for him and in his
name, place and stead, in any and all
capacities, to sign Forms ID or any
comparable form subsequently adopted by the
Securities and Exchange
Commission, and any amendments thereto, and Statements
of Changes in
Beneficial Ownership on Form 4 and Annual Statements of Changes in

Beneficial Ownership on Form 5, or any comparable forms subsequently
adopted by
the Securities and Exchange Commission, and any amendments
thereto, with respect
to the undersigned's direct or indirect ownership,
acquisition, disposition or
other transfer of any securities of First
Industrial Realty Trust, Inc. or any
of its affiliates; and to file any
of the above forms with the Securities and
Exchange Commission, granting
unto said attorneys-in-fact and agents, and each
of them, full power and
authority to do and perform each and every act and thing
requisite and
necessary to be done in connection with such matters, as fully to
all
intents and purposes as he might or could do in person, hereby ratifying
and
confirming all that said attorneys-in-fact and agents, or any of
them, or his
substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

The powers granted hereby shall be effective on
and as of the date hereof and,
unless earlier revoked by written
instrument, shall continue in effect for so
long as the undersigned, in
his capacity as an officer and/or director of First
Industrial Realty
Trust, Inc. is subject to Section 16 of the Securities
Exchange Act of
1934 and the rules promulgated thereunder, as the same may be
amended
from time to time.

Dated:  8/29/02


								    /s/ Michael J.
Havala
								    -----------------------------------

Name:  Michael J. Havala
								    Title:  Chief Financial Officer