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: March 13, 1998

                       First Industrial Realty Trust, Inc.
             (Exact name of registrant as specified in its charter)

Maryland                                1-13102              36-3935116
(State or other                     (Reporting File       (I.R.S. Employer
jurisdiction of organization)           Number)          Identification No.)

311 South Wacker Drive, Suite 4000
Chicago, Illinois                                               60606
(Address of principal executive offices)                     (Zip Code)

                                 (312) 344-4300

              (Registrant's telephone number, including area code)




                                      -2-


Item 7.  Financial Statements and Exhibits

         Exhibit
         Number   Exhibit

          1    Underwriting Agreement, dated as of March 13, 1998, relating to
               depositary shares (the "Depositary Shares"), each representing
               1/100 of a share of 7.90% Series E Cumulative Preferred Stock,
               (the "Series E Preferred Stock") of First Industrial Realty
               Trust, Inc. (the "Company"), with a liquidation preference
               equivalent to $25.00 per Depositary Share (filed herewith).

          4.1  Articles Supplementary to the Amended and Restated Articles of
               Incorporation of the Company relating to the Series E Preferred
               Stock, each share of which has a liquidation preference of $2,500
               (incorporated by reference to Exhibit 3.9 of the Company's Form
               10-K filed as of March 23, 1998).

          4.2  Deposit Agreement (incorporated by reference to Exhibit 4.12 of
               the Company's Form 10-K filed as of March 23, 1998).

          4.3  Form of Certificate representing Depositary Shares to be issued
               pursuant to the Deposit Agreement (incorporated by reference to
               Exhibit 6 of the Company's Form 8-A filed as of March 17, 1998).

          4.4  Form of Stock Certificate for the Series E Preferred Stock (filed
               herewith).





                                      -3-


                                   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 REALTY TRUST, INC.

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


Date:    March 27, 1998





                                  Exhibit Index


Exhibit
Number            Exhibit

     1    Underwriting Agreement, dated as of March 13, 1998, relating to
          depositary shares (the "Depositary Shares"), each representing 1/100
          of a share of 7.90% Series E Cumulative Preferred Stock, (the "Series
          E Preferred Stock") of First Industrial Realty Trust, Inc. (the
          "Company"), with a liquidation preference equivalent to $25.00 per
          Depositary Share (filed herewith).

     4.1  Articles Supplementary to the Amended and Restated Articles of
          Incorporation of the Company relating to the Series E Preferred Stock,
          each share of which has a liquidation preference of $2,500
          (incorporated by reference to Exhibit 3.9 of the Company's Form 10-K
          filed as of March 23, 1998).

     4.2  Deposit Agreement (incorporated by reference to Exhibit 4.12 of the
          Company's Form 10-K filed as of March 23, 1998).

     4.3  Form of Certificate representing Depositary Shares to be issued
          pursuant to the Deposit Agreement (incorporated by reference to
          Exhibit 6 of the Company's Form 8-A filed as of March 17, 1998).

     4.4  Form of Stock Certificate for the Series E Preferred Stock (filed
          herewith).









                                3,000,000 Shares
                       FIRST INDUSTRIAL REALTY TRUST, INC.
                 Depositary Shares Each Representing 1/100 of a
               Share of 7.90% Series E Cumulative Preferred Stock
       (Liquidation Preference Equivalent to $25.00 per Depositary Share)


                             UNDERWRITING AGREEMENT

                                                                  March 13, 1998


SMITH BARNEY INC.
DONALDSON, LUFKIN & JENRETTE
 SECURITIES CORPORATION
BT ALEX. BROWN INCORPORATED
MERRILL LYNCH, PIERCE, FENNER
 & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
PRUDENTIAL SECURITIES INCORPORATED
  as Representatives of the several Underwriters
  listed on Schedule I hereto

c/o      Smith Barney Inc.
         388 Greenwich Street
         New York, New York  10013

Ladies and Gentlemen:

     First Industrial Realty Trust, Inc., a Maryland corporation (the
"Company"), proposes to issue and sell 3,000,000 depositary shares each
representing 1/100 of a share of 7.90% Series E Cumulative Preferred Stock
(Liquidation Preference Equivalent to $25.00 per Depositary Share) of the
Company, par value $.01 per share (the "Firm Shares"), to be issued under a
deposit agreement (the "Deposit Agreement") between the Company and First
Chicago Trust Company, as Depositary (the "Depositary") to the several
underwriters named in Schedule I hereto (the "Underwriters") for whom you are
acting as Representatives (the "Representatives"). The Company also proposes to
issue and sell to the several Underwriters not more than 450,000 additional
depositary shares each representing 1/100 of a share of 7.90% Series E
Cumulative Preferred Stock (Liquidation Preference Equivalent to $25.00 per
Depositary Share), par value $.01 per share (the "Additional Shares"), if
requested by the Underwriters as provided in Section 2 hereof. The Firm Shares
and the Additional Shares are herein collectively called the "Shares." The
Shares to be outstanding after giving effect to the sales contemplated hereby
are hereinafter referred to as the Series E Preferred Stock.




     1. Registration Statement and Prospectus. The Company and the Operating
Partnership have prepared and filed with the Securities and Exchange Commission
(the "Commission") in accordance with the provisions of the Securities Act of
1933, as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Act"), a registration statement on Form S-3
(Registration No. 333-43641) including a preliminary prospectus relating to the
registration of the Shares and such other securities which may be offered from
time to time by the Company and/or the Operating Partnership, as the case may
be, in accordance with Rule 415 under the Act. Such registration statement (as
amended) was declared effective by the Commission on January 27, 1998. Such
registration statement (as amended), on the one hand, and the prospectus
constituting a part thereof and the prospectus supplement relating to the
offering of the Shares provided to the Underwriters by the Company (whether or
not such prospectus supplement is required to be filed with the Commission by
the Company pursuant to the Act) (the "Prospectus Supplement"), on the other
hand, including all documents incorporated therein by reference pursuant to Item
12 of Form S-3 under the Act, as from time to time amended or supplemented
pursuant to the Act, the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission thereunder (collectively called the
"Exchange Act") are referred to herein as the "Registration Statement" and the
"Prospectus," respectively; provided, however, that a Prospectus Supplement
shall be deemed to have supplemented the Prospectus only with respect to the
offering of the Shares to which it relates. Any registration statement
(including any amendment or supplement thereto or information which is deemed
part thereof) filed by the Company under Rule 462(b) of the Act (a "Rule 462(b)
Registration Statement") shall be deemed to be part of the "Registration
Statement" as defined herein and any prospectus or any term sheet as
contemplated by Rule 434 of the Act (a "Term Sheet") (including any amendment or
supplement thereto or information which is deemed part thereof) included in such
registration statement shall be deemed to be part of the "Prospectus," as
defined herein. All references in this Agreement to financial statements and
schedules and other information which is "contained," "included," "described" or
"stated" in the Registration Statement or the Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement or Prospectus, as
the case may be; and all references in this Agreement to amendments or
supplements to the Registration Statement or the Prospectus shall be deemed to
mean and include, without limitation, even though not specifically stated, any
document filed under the Exchange Act which is or is deemed to be incorporated
by reference in the Registration Statement or the Prospectus, as the case may
be. Capitalized terms used but not otherwise defined herein shall have the
meanings given to those terms in the Prospectus.

     2. Agreements to Sell and Purchase. On the basis of the representations and
warranties contained in this Agreement, and subject to its terms and conditions,
the Company agrees to issue and sell the Firm Shares and each Underwriter
agrees, severally and not jointly, to purchase from the Company at a price per
share of $24.2125 (the "Purchase Price"), the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto (or such number of
Firm Shares increased as set forth in Section 9 hereof).

     On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares, and the Underwriters shall have the right to
purchase, severally and not jointly, the Additional Shares from the Company at
the Purchase Price. Additional Shares may be purchased solely for the purpose of
covering over-allotments made in connection with the offering of the Firm
Shares. The Underwriters may exercise their right to purchase Additional Shares
in whole or in part from time to time by giving written notice thereof to the
Company within thirty (30) days after the date of this Agreement, provided that
if such thirtieth (30th) day is not a New



                                       2


York Stock Exchange (the "NYSE") trading day, the thirtieth (30th) day will be
the next succeeding NYSE trading day. Such notice shall specify the aggregate
number of Additional Shares to be purchased pursuant to such exercise and the
date for payment and delivery thereof. The date specified in any such notice
shall be a business day (i) no earlier than the Closing Date (as hereinafter
defined), (ii) no later than seven business days after such notice has been
given and (iii) no earlier than two (2) business days after such notice has been
given; unless otherwise agreed upon by the Underwriters and the Company. If any
Additional Shares are to be purchased, each Underwriter, severally and not
jointly, agrees to purchase from the Company the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares to be purchased from the Company as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I bears to the total number of
Firm Shares (or such number of Firm Shares increased as set forth in Section 9
hereof).

     3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose (i) to make a public offering (the "Offering") of their
respective portions of the Shares as soon after the execution and delivery
hereof as in your judgment is advisable (and, if necessary, any post-effective
amendment to the Registration Statement) and (ii) initially to offer the Shares
upon the terms set forth in the Prospectus.

     4. Delivery and Payment. Delivery to the Underwriters of certificates for,
and payment of the Purchase Price for the Firm Shares shall be made, subject to
Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the
third business day if required under Rule 15c6-1 of the Exchange Act) following
the date hereof, or such other time not later than ten business days after such
date as shall be agreed upon by the Underwriters and the Company (such time and
date of payment and delivery being herein called the "Closing Date") at the
offices of Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166. The
Closing Date and the location of, delivery of and the form of payment for the
Firm Shares may be varied by agreement between you and the Company.

     Delivery to the Underwriters of certificates for, and payment of the
Purchase Price for any Additional Shares to be purchased by the Underwriters
shall be made at the offices of Rogers & Wells LLP, 200 Park Avenue, New York,
New York 10166, or at such other place as you shall designate, at 10:00 A.M.,
New York City time, on the date specified in the applicable exercise notice
given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option
Closing Date and the location of, delivery of and the form of payment for such
Additional Shares may be varied by agreement between you and the Company.

     Certificates for the Shares shall be registered in such names and issued in
such denominations as you shall request in writing not later than two full
business days prior to the Closing Date or an applicable Option Closing Date, as
the case may be. Such certificates shall be made available to you for inspection
not later than 9:30 A.M., New York City time, on the business day next preceding
the Closing Date or an applicable Option Closing Date, as the case may be.
Certificates in temporary form evidencing the Shares shall be delivered to you
on the Closing Date or an applicable Option Closing Date, as the case may be,
with any transfer taxes thereon duly paid by the Company, for the respective
accounts of the several Underwriters, against payment of the Purchase Price
therefor by intra-bank transfer or wire transfer of same day funds to such
account as may be designated by the Company at least two business days prior to
the Closing Date. Any Underwriter may (but shall not be obligated to) make
payment of the Purchase Price for the Firm Shares or the Additional Shares, if
any, to be purchased by any other Underwriter whose payment has not been
received by the Closing Date or the applicable Option Closing Date, as the case
may be, but any such payment shall not relieve such



                                       3


Underwriter from its obligations hereunder.

     5. Agreements of the Company and the Operating Partnership. Each of the
Company and the Operating Partnership severally agrees with you as follows:

          (a) In respect of the offering of Shares, the Company will (i) prepare
     a Prospectus Supplement setting forth the number of Shares covered thereby
     and their terms not otherwise specified in the Prospectus pursuant to which
     the Shares are being issued, the names of the Underwriters participating in
     the offering and the number of Shares which each severally has agreed to
     purchase, the names of the Underwriters acting as co-managers in connection
     with the offering, the price at which the Shares are to be purchased by the
     Underwriters from the Company, the initial public offering price, the
     selling concession and reallowance, if any, and such other information as
     the Underwriters and the Company deem appropriate in connection with the
     offering of the Shares, (ii) file the Prospectus in a form approved by you
     pursuant to Rule 424 under the Securities Act no later than the
     Commission's close of business on the second Business Day following the
     date of determination of the offering price of the Shares and (iii) furnish
     copies of the Prospectus to the Underwriters and to such dealers as you
     shall specify in New York City as soon as practicable after the date of
     this Agreement in such quantities as you may reasonably request.

          (b) At any time when the Prospectus is required to be delivered under
     the Act or the Exchange Act in connection with sales of Shares, the Company
     will advise you promptly and, if requested by you, confirm such advice in
     writing, of (i) the effectiveness of any amendment to the Registration
     Statement (ii) the transmittal to the Commission for filing of any
     Prospectus or other supplement or amendment to the Prospectus to be filed
     pursuant to the Act, (iii) the receipt of any comments from the Commission
     relating to the Registration Statement, the Prospectus or any of the
     transactions contemplated by this Agreement, (iv) any request by the
     Commission for post-effective amendments to the Registration Statement or
     amendments or supplements to the Prospectus or for additional information,
     (v) the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or of the suspension of
     qualification of the Shares for offering or sale in any jurisdiction, or
     the initiation of any proceeding for such purposes, and (vi) the happening
     of any event which makes any statement of a material fact made in the
     Registration Statement or the Prospectus untrue or which requires the
     making of any additions to or changes in the Registration Statement or the
     Prospectus in order to make the statements therein not misleading. The
     Company will make every reasonable effort to prevent the issuance of any
     stop order and if at any time the Commission shall issue any stop order
     suspending the effectiveness of the Registration Statement, the Company
     will make every reasonable effort to obtain the withdrawal or lifting of
     such order at the earliest possible time.

          (c) The Company will furnish to you without charge, such number of
     conformed copies of the Registration Statement as first filed with the
     Commission and of each amendment to it, including all exhibits and
     documents incorporated by reference therein, and to furnish to you such
     number of conformed copies of the Registration Statement as so filed and of
     each amendment to it and document incorporated by reference therein, as you
     may reasonably request. If applicable, the copies of the Registration
     Statement and each amendment thereto furnished to the Underwriters will be
     identical to the electronically transmitted copies thereof filed with the
     Commission pursuant to EDGAR, except to the extent permitted by Regulation
     S-T.



                                       4


          (d) At any time when the Prospectus is required to be delivered under
     the Act or the Exchange Act in connection with sales of Shares, not to file
     any amendment to the Registration Statement or any Rule 462(b) Registration
     Statement or to make any amendment or supplement to the Prospectus or any
     Term Sheet, if applicable, of which you shall not previously have been
     advised or to which you or counsel for the Underwriters shall reasonably
     object; and to prepare and file with the Commission, promptly upon your
     reasonable request, any amendment to the Registration Statement, Rule
     462(b) Registration Statement, Term Sheet, or amendment or supplement to
     the Prospectus which, in the opinion of counsel for the Underwriters, may
     be necessary in connection with the distribution of the Shares by you, and
     to use its best efforts to cause the same to become promptly effective. If
     applicable, the Prospectus and any amendments or supplements thereto
     furnished to the Underwriters will be identical to the electronically
     transmitted copies thereof filed with the Commission pursuant to EDGAR,
     except to the extent permitted by Regulation S-T.

          (e) If, at any time when the Prospectus is required to be delivered
     under the Act or the Exchange Act in connection with sales of Shares, any
     event shall occur as a result of which, in the opinion of counsel for the
     Underwriters, it becomes necessary to amend or supplement the Prospectus in
     order to make the statements therein, in the light of the circumstances
     existing when the Prospectus is delivered to a purchaser, not misleading,
     or if it is necessary to amend or supplement the Prospectus to comply with
     any law, the Company will forthwith prepare and file with the Commission an
     appropriate amendment or supplement to the Prospectus (in form and
     substance reasonably satisfactory to counsel for the Underwriters) so that
     the statements in the Prospectus, as so amended or supplemented, will not
     contain an untrue statement of a material fact or omit to state a material
     fact necessary in order to make the statements therein, in the light of the
     circumstances existing when it is so delivered, not misleading, or so that
     the Prospectus will comply with any law, and to furnish to each Underwriter
     and to such dealers as you shall specify, such number of copies thereof as
     such Underwriter or dealers may reasonably request.

          (f) The Company will use its best efforts, in cooperation with the
     Underwriters, to qualify, register or perfect exemptions for the Shares for
     offer and sale by the several Underwriters under the applicable state
     securities or Blue Sky laws and real estate syndication laws of such
     jurisdictions as you may reasonably request; provided, however, the Company
     will not be required to qualify as a foreign corporation, file a general
     consent to service of process in any such jurisdiction, subject itself to
     taxation in respect of doing business in any jurisdiction in which it is
     not otherwise so subject, or provide any undertaking or make any change in
     its charter or by-laws that the Board of Directors of the Company
     reasonably determines to be contrary to the best interests of the Company
     and its stockholders. In each jurisdiction in which the Shares have been so
     qualified or registered, the Company will use all reasonable efforts to
     file such statements and reports as may be required by the laws of such
     jurisdiction, to continue such qualification or registration in effect for
     so long a period as the Underwriters may reasonably request for the
     distribution of the Shares and to file such consents to service of process
     or other documents as may be necessary in order to effect such
     qualification or registration; provided, however, the Company will not be
     required to qualify as a foreign corporation, file a general consent to
     service of process in any such jurisdiction, subject itself to taxation in
     respect of doing business in any jurisdiction in which it is not otherwise
     so subject, or provide any undertaking or make any change in its charter or
     by-laws that the Board of Directors of the Company reasonably determines to
     be contrary to the best interests of the Company and its stockholders.



                                       5


          (g) To make generally available to the Company's stockholders as soon
     as reasonably practicable but not later than sixty (60) days after the
     close of the period covered thereby (ninety (90) days in the event the
     close of such period is the close of the Company's fiscal year), an
     earnings statement (in form complying with the provisions of Rule 158 of
     the Act) covering a period of at least twelve (12) months after the
     effective date of the Registration Statement (but in no event commencing
     later than ninety (90) days after such date) which shall satisfy the
     provisions of Section 11(a) of the Act, and, if required by Rule 158 of the
     Act, to file such statement as an exhibit to the next periodic report
     required to be filed by the Company under the Exchange Act covering the
     period when such earnings statement is released.

          (h) During the period of five years after the date of this Agreement,
     the Company will furnish to you as soon as available (x) a copy of each
     regular and periodic report, financial statement or other publicly
     available information of the Company and any of its subsidiaries mailed to
     the holders of the Shares or filed with the Commission or any securities
     exchange and (y) such other publicly available information concerning the
     Company and any of its Subsidiaries as you may reasonably request.

          (i) During the period when the Prospectus is required to be delivered
     under the Act or the Exchange Act in connection with sales of the Shares,
     to file all documents required to be filed by it with the Commission
     pursuant to Section 13, 14 or 15 of the Exchange Act within the time
     periods required by the Exchange Act.

          (j) The Company will pay all costs, expenses, fees and taxes incident
     to (i) the preparation, printing, filing and distribution under the Act of
     the Registration Statement and any amendment thereto (including financial
     statements and exhibits), the Prospectus and all amendments and supplements
     to any of them prior to or during the period specified in paragraph 5(c),
     (ii) the printing and delivery of this Agreement, the Deposit Agreement and
     the Blue Sky Memorandum, (iii) the qualification or registration of the
     Shares for offer and sale under the securities, Blue Sky laws or real
     estate syndication laws of the several states in accordance with Section
     5(g) hereof, (iv) the fee of and the filings and clearance, if any, with
     the National Association of Securities Dealers, Inc. (the "NASD") in
     connection with the Offering, (v) the fees charged by nationally recognized
     statistical rating organizations for the rating of the Shares, (vi) the fee
     of and the listing of the Shares on the New York Stock Exchange, Inc.
     ("NYSE"), (vii) furnishing such copies of the Registration Statement, the
     Prospectus and all amendments and supplements thereto as may be requested
     for use in connection with the offering or sale of the Shares by the
     Underwriters or by dealers to whom Shares may be sold, (viii) the
     preparation, issuance and delivery of certificates for the Shares to the
     Underwriters, (ix) the costs and charges of any transfer agent or
     registrar, (x) the cost and expenses of the Depositary under the Deposit
     Agreement, (xi) any expenses incurred by the Company in connection with a
     "road show" presentation to potential investors, (xii) any transfer taxes
     imposed on the sale by the Company of the Shares to the Underwriters and
     (xiii) the fees and disbursements of the Company's counsel and accountants.

          (k) The Company will use its best efforts to maintain the listing of
     the Shares on the NYSE for a period of two years after the Closing Date and
     thereafter unless the Company's Board of Directors determines that it is no
     longer in the best interests of the Company for the Shares to continue to
     be so listed.



                                       6


          (l) The Company will use its best efforts to do and perform all things
     required to be done and performed under this Agreement by the Company prior
     to the Closing Date or any Option Closing Date, as the case may be, and to
     satisfy all conditions precedent to the delivery of the Shares.

          (m) The Company will use the net proceeds received by it from the sale
     of the Shares in the manner specified in the Prospectus Supplement under
     "Use of Proceeds."

                  (n) The Company will use its best efforts to continue to
         qualify as a "real estate investment trust" ("REIT") under Sections 856
         through 860 of the Internal Revenue Code of 1986, as amended (the
         "Code"), unless the Company's Board of Directors determines that it is
         no longer in the best interests of the Company to be so qualified.

          (o) The Company will not at any time, directly or indirectly, take any
     action intended, or which might reasonably be expected, to cause or result
     in, or which will constitute, stabilization of the price of the Shares to
     facilitate the sale or resale of any of the Shares in violation of the Act.

     6. Representations and Warranties of the Company and the Operating
Partnership. The Company and the Operating Partnership, jointly and severally,
represent and warrant to each Underwriter as of the date hereof and the Closing
Date that:

          (a) The Company and the Operating Partnership meet the requirements
     for use of Form S-3, and the Registration Statement has been declared
     effective by the Commission.

          (b) The Registration Statement and the Prospectus, including the
     financial statements, schedules and related notes included in the
     Prospectus and, if applicable, any Term Sheet to the Prospectus, as of the
     date hereof and at the time the Registration Statement became effective,
     and when any post-effective amendment to the Registration Statement or Rule
     462(b) Registration Statement becomes effective or any amendment or
     supplement to the Prospectus is filed with the Commission, did or will
     comply in all material respects with all applicable provisions of the Act
     and will contain all statements required to be stated therein in accordance
     with the Act. The Prospectus, including the financial statements, schedules
     and related notes included or incorporated by reference in the Prospectus,
     and if applicable, any Term Sheet to the Prospectus, as of the date hereof
     and at the time the Registration Statement became effective, and at the
     Closing Date, and when any post-effective amendment to the Registration
     Statement or Rule 462(b) Registration Statement becomes effective or any
     amendment or supplement to the Prospectus is filed with the Commission, did
     or will comply in all material respects with all applicable provisions of
     the Act and will contain all statements required to be stated therein in
     accordance with the Act. On the date the Registration Statement was
     declared effective, on the date hereof, on the date of filing of any Rule
     462(b) Registration Statement and on the Closing Date no part of the
     Registration Statement or any amendment did or will contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary in order to make the statements therein not
     misleading. On the date the Registration Statement was declared effective,
     on the date hereof, as of its date, on the date of filing of any Rule
     462(b) Registration Statement and at the Closing Date, the Prospectus did
     not and will not contain an untrue statement of a material fact or omit to
     state a material fact necessary to make the statements therein, in light of
     the circumstances under which they were made, not misleading. If a Rule
     462(b) Registration Statement is filed in connection with the



                                       7


     offering and sale of the Shares, the Company will have complied or will
     comply with the requirements of Rule 111 under the Act relating to the
     payment of filing fees therefor. The foregoing representations and
     warranties in this Section 6(b) do not apply to any statements or omissions
     made in reliance on and in conformity with information relating to any
     Underwriter furnished in writing to the Company by the Underwriters
     specifically for inclusion in the Registration Statement or Prospectus or
     any amendment or supplement thereto. The Company has not distributed, and
     prior to the later of the Closing Date and the completion of the
     distribution of the Shares, will not distribute, any offering material in
     connection with the offering or sale of the Shares other than the
     Registration Statement, the Prospectus or any other materials, if any,
     permitted by the Act (which were disclosed to the Underwriters and
     Underwriters' counsel).

          (c) Each 462(b) Registration Statement, if any, will comply when so
     filed in all material respects with all applicable provisions of the Act;
     will not contain an untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; and the
     Prospectus delivered to the Underwriters for use in connection with the
     offering of Shares will, at the time of such delivery, be identical to the
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

          (d) The documents incorporated or deemed to be incorporated by
     reference in the Prospectus pursuant to Item 12 of Form S-3 under the Act,
     at the time they were, or hereafter are, filed with the Commission,
     complied and will comply in all material respects with the requirements of
     the Exchange Act, and, when read together with other information included
     and incorporated by reference in the Prospectus, at the time the
     Registration Statement became effective, as of the date of the Prospectus,
     and as of the Closing Date, or during the period specified in Section 5(c)
     did not and will not include an untrue statement of a material fact or omit
     to state a material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading. The
     foregoing representations and warranties in this Section 6(d) do not apply
     to any statements or omissions made in reliance on and in conformity with
     information relating to any Underwriter furnished in writing to the Company
     by the Underwriters specifically for inclusion in the Registration
     Statement or Prospectus or any amendment or supplement thereto.

          (e) The Company has been duly organized and is validly existing as a
     corporation under and by virtue of the laws of the State of Maryland, and
     is in good standing with the State Department of Assessments and Taxation
     of Maryland. The Operating Partnership has been duly organized and is
     validly existing as a limited partnership in good standing under and by
     virtue of the Delaware Uniform Limited Partnership Act. Each of First
     Industrial Financing Partnership, L.P. (the "Financing Partnership"), First
     Industrial Securities, L.P. ("Securities, L.P."), First Industrial Mortgage
     Partnership, L.P. (the "Mortgage Partnership"), First Industrial
     Indianapolis, L.P. ("FII"), First Industrial Harrisburg, L.P. ("FIH"),
     First Industrial Development Services L.P. ("DSG") and First Industrial
     Pennsylvania Partnership, L.P. ("FIP") (the Financing Partnership,
     Securities, L.P., the Mortgage Partnership, FII, FIH, DSG and FIP are
     referred to collectively herein as the "Partnership Subsidiaries") has been
     duly organized and is validly existing as a limited partnership in good
     standing under and by virtue of the laws of its jurisdiction of


                                       8


     organization. FR Development Services, L.L.C. ("FRDS") has been duly
     organized and is validly existing as a limited liability corporation in
     good standing under and by virtue of the laws of its jurisdiction of
     organization. Each of First Industrial Securities Corporation ("FISC"),
     First Industrial Finance Corporation ("FIFC"), First Industrial Mortgage
     Corporation ("FIM"), First Industrial Pennsylvania Corporation ("FIPC"),
     First Industrial Indianapolis Corporation ("FIIC"), First Industrial
     Harrisburg Corporation ("FIHC"), FI Development Services Corporation
     ("FIDSG"), FR Development Services, Inc. ("FRD"), FR Acquisitions, Inc.
     ("FRA") and First Industrial Management Corporation ("FIMC," and together
     with FISC, FIFC, FIM, FIPC, FIIC, FIHC, FIDSG and FRA are referred to
     collectively herein as the "Corporate Subsidiaries," and the Partnership
     Subsidiaries and the Corporate Subsidiaries are referred to herein
     collectively as the "Subsidiaries"), has been duly organized and is validly
     existing as a corporation in good standing under and by virtue of the laws
     of its jurisdiction of incorporation. Other than the Corporate Subsidiaries
     and the Partnership Subsidiaries, no entities in which the Company owns any
     equity securities constitute, individually or in the aggregate, a
     "significant subsidiary" under Rule 1-02 of Regulation S-X promulgated
     under the Exchange Act. The Company is the sole general partner of the
     Operating Partnership. FIFC is a wholly-owned subsidiary of the Company and
     is the sole general partner of the Financing Partnership. FIM is a
     wholly-owned subsidiary of the Company and is the sole general partner of
     the Mortgage Partnership. FISC is a wholly-owned subsidiary of the Company
     and is the sole general partner of Securities, L.P. The Operating
     Partnership and FISC are the only limited partners of Securities, L.P. FIPC
     is a wholly-owned subsidiary of the Company and is the sole general partner
     of FIP. FIIC is a wholly-owned subsidiary of the Company and is the sole
     general partner of FII. FIHC is a wholly-owned subsidiary of the Company
     and is the sole general partner of FIH. FIDSG is a wholly-owned subsidiary
     of the Company and is the sole general partner of DSG. FRDS is a
     wholly-owned subsidiary of the Operating Partnership. FRD is a subsidiary
     controlled by the Operating Partnership. The Operating Partnership is the
     sole limited partner of each Partnership Subsidiary (except for Securities,
     L.P.). The Company, the Operating Partnership and each of the Subsidiaries
     has, and at the Closing Date and, if later, at the Option Closing Date will
     have, full corporate or partnership power and authority, as the case may
     be, to conduct all the activities conducted by it, to own, lease or operate
     all the properties and other assets owned, leased or operated by it and to
     conduct its business in which it engages or proposes to engage as described
     in the Registration Statement or the Prospectus and the transactions
     contemplated hereby and thereby. The Company and each of the Corporate
     Subsidiaries is, and at the Closing Date and, if later, an Option Closing
     Date, will be, duly qualified or registered to do business and in good
     standing as a foreign corporation in all jurisdictions in which the nature
     of the activities conducted by it or the character of the properties and
     assets owned, leased or operated by it makes such qualification or
     registration necessary, except where failure to obtain such qualifications
     or registration



                                       9


     will not have a material adverse effect on (1) the condition, financial or
     otherwise, or the earnings, assets or business affairs or prospects of the
     Operating Partnership, Company and their Subsidiaries, taken as a whole or
     on the 493 in service properties owned, directly or indirectly, by the
     Company as of September 30, 1997, (the "Properties") taken as a whole, (2)
     the issuance, validity or enforceability of the Securities or the
     enforceability of the Indenture or (3) the consummation of any of the
     transactions contemplated by this Agreement, any Terms Agreement and/or the
     Indenture (each a "Material Adverse Effect"), which jurisdictions of
     foreign qualification or registration are attached on Schedule II hereto.
     The Operating Partnership and each of the Partnership Subsidiaries is, and
     at the Closing Date and, if later, the Option Closing Date will be, duly
     qualified or registered to do business and in good standing as a foreign
     limited partnership in all jurisdictions in which the nature of the
     activities conducted by it or the character of the assets owned, leased or
     operated by it makes such qualification or registration necessary, except
     where failure to obtain such qualifications or registration will not have a
     Material Adverse Effect, which jurisdictions of foreign qualification or
     registration are attached on Schedule II hereto. Complete and correct
     copies of the articles of incorporation and of the by-laws of the Company,
     the certificate of limited partnership and agreement of limited partnership
     of the Operating Partnership and the charter documents, partnership
     agreements and other organizational documents of the Subsidiaries and all
     amendments thereto as have been requested by the Underwriters or their
     counsel have been delivered to the Underwriters or their counsel.

          (f) The Company's authorized capitalization consists of 10,000,000
     shares of preferred stock, par value $.01 per share, 100,000,000 shares of
     common stock, par value $.01 per share, and 65,000,000 shares of excess
     stock, par value $.01 per share. All of the Company's issued and
     outstanding shares of common stock and preferred stock have been duly
     authorized and are validly issued, fully paid and non-assessable and will
     have been offered and sold in compliance, in all material respects, with
     all applicable laws (including, without limitation, federal or state
     securities laws). The Shares have been duly authorized for issuance and
     sale to the Underwriters pursuant to this Agreement and, when validly
     issued and delivered pursuant to this Agreement against payment of the
     Purchase Price, will be duly authorized, validly issued, fully paid and
     non-assessable and will not be subject to any preemptive or similar right
     and will have been offered and sold in compliance, in all material
     respects, with all applicable laws (including, without limitation, federal
     or state securities laws). The description of the Shares, and the
     statements related thereto, contained in the Registration Statement or the
     Prospectus are, and at the Closing Date, will be, complete and accurate in
     all material respects. Upon payment of the Purchase Price and delivery of
     certificates representing the Shares in accordance herewith, each of the
     Underwriters will receive good, valid and marketable title to the Shares,
     free and clear of all security interests, mortgages, pledges, liens,
     encumbrances, claims and equities. The form of depositary receipts to be
     used to evidence the Shares will be in due and proper form and will comply,
     in all material respects, with all applicable legal requirements and the
     requirements of the NYSE. No shares of common or preferred stock of the
     Company are reserved for any purpose other than securities to be issued
     pursuant to this Agreement and except as disclosed in the Prospectus.

          (g) As of the Closing Date, the partnership agreement of the Operating
     Partnership will have been duly authorized, executed and delivered by the
     Company, as the general partner and as a limited partner and the
     partnership agreement of each Partnership Subsidiary, other than the
     Operating Partnership, will have been duly authorized, validly executed and
     delivered by each partner thereto and is valid, legally binding and
     enforceable in accordance with its terms subject to (i) the effect of
     bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
     or other similar laws now or hereafter in effect relating to or affecting
     the rights and remedies of creditors and (ii) the effect of general
     principles of equity, whether enforcement is considered in a proceeding in
     equity or at law, and the discretion of the court before which any
     proceeding therefor may be brought; immediately following the Closing Date,
     all of the issued and outstanding shares of capital stock of each Corporate
     Subsidiary will have been duly authorized and are validly issued, fully
     paid and non-assessable and (except as described in the Prospectus) will be
     owned directly or indirectly by the Company or the Operating Partnership,
     free and clear of all security interests, liens and encumbrances, (except
     for pledges in connection with the loan agreements of the Company and the
     Subsidiaries) and all of the partnership interests in each Partnership
     Subsidiary will have been duly authorized and validly issued, fully paid
     and (except as described in the Prospectus) will be owned directly or
     indirectly by the Company or the



                                       10


     Operating Partnership, free and clear of all security interests, liens and
     encumbrances (except for pledges in connection with the loan agreements of
     the Company and the Subsidiaries).

          (h) The financial statements, supporting schedules and related notes
     included, or incorporated by reference, in the Registration Statement and
     the Prospectus comply in all material respects with the requirements of the
     Act and the Exchange Act, as applicable, and present fairly the
     consolidated financial condition of the entity or entities or group
     presented or included therein, as of the respective dates thereof, and its
     consolidated results of operations and cash flows for the respective
     periods covered thereby, are all in conformity with generally accepted
     accounting principles applied on a consistent basis throughout the entire
     period involved, except as otherwise disclosed in the Prospectus. The
     financial information and data included or incorporated by reference in the
     Registration Statement and the Prospectus present fairly the information
     included or incorporated by reference therein and have been prepared on a
     basis consistent, except as may be noted therein, with that of the
     financial statements, schedules and notes included or incorporated by
     reference in the Registration Statement and the Prospectus and the books
     and records of the respective entity or entities or group presented or
     included therein. Except as otherwise noted in the Prospectus, pro forma
     and/or as adjusted financial information included in the Prospectus has
     been prepared in accordance with the applicable requirements of the Act and
     the American Institute of Certified Public Accountants ("AICPA") guidelines
     with respect to pro forma and as adjusted financial information, and
     includes all adjustments necessary to present fairly the pro forma and/or
     as adjusted financial condition of the entity or entities or group
     presented or included or incorporated by reference therein at the
     respective dates indicated and the results of operations and cash flows for
     the respective periods specified. The Company's ratio of earnings to fixed
     charges and preferred dividend requirements included in the Prospectus and
     in Exhibit 12 to the Registration Statement have been calculated in
     compliance with Item 503(d) of Regulation S-K of the Commission. No other
     financial statements (or schedules) of the Company, or any predecessor of
     the Company are required by the Act or the Exchange Act to be included in
     the Registration Statement or the Prospectus. Coopers & Lybrand L.L.P. (the
     "Accountants") who have reported on such financial statements, schedules
     and related notes, are independent public accountants with respect to the
     Company as required by the Act.

          (i) Subsequent to the respective dates as of which information is
     given in the Registration Statement and the Prospectus and prior to the
     Closing Date, (i) there has not been and will not have been, except as set
     forth in or contemplated by the Registration Statement and the Prospectus,
     any change in the capitalization, long term or short term debt or in the
     capital stock or equity of the Company or any of its Subsidiaries which
     would be material to the Company and its Subsidiaries considered as one
     enterprise (anything which would be material to the Company and its
     Subsidiaries, considered as one enterprise, being hereinafter referred to
     as "Material"), (ii) except as described in the Prospectus, neither the
     Company nor any of its Subsidiaries has incurred nor will any of them incur
     any liabilities or obligations, direct or contingent, which would be
     Material, nor has any of them entered into nor will any of them enter into
     any transactions, other than pursuant to this Agreement and the
     transactions referred to herein or as contemplated in the Prospectus, which
     would be Material, (iii) there has not been any Material Adverse Effect,
     and (iv) except for regular quarterly distributions on the Company's shares
     of common stock, par value $0.01 per share (the "Common Stock"), and the
     dividends on the shares of the Company's (a) Series A Cumulative Preferred
     Stock, par value $.01 per share (the "Series A Preferred Stock"), (b)
     Depositary Shares each representing 1/100 of



                                       11


     a share of 8 3/4 Series B Cumulative Preferred Stock (the "Series B
     Preferred Stock"), (c) Depositary Shares each representing 1/100 of a share
     of 8_ Series C Cumulative Preferred Stock (the "Series C Preferred Stock")
     and (d) Depositary Shares each representing 1/100 of a share of 7.95%
     Series D Cumulative Preferred Stock (the "Series D Preferred Stock") the
     Company has not paid or declared and will not pay or declare any dividends
     or other distributions of any kind on any class of its capital stock.

          (j) Neither the Company nor any of its Subsidiaries is, or as of the
     Closing Date or, if later, an Option Closing Date, will be, required to be
     registered under the Investment Company Act of 1940, as amended (the "1940
     Act").

          (k) To the knowledge of the Company, except as set forth in the
     Registration Statement and the Prospectus, there are no actions, suits,
     proceedings, investigations or inquiries pending or, after due inquiry,
     threatened against or affecting the Company or any of its Subsidiaries or
     any of their respective officers or directors in their capacity as such or
     of which any of their respective properties or assets or any Property is
     the subject or bound, before or by any Federal or state court, commission,
     regulatory body, administrative agency or other governmental body, domestic
     or foreign, wherein an unfavorable ruling, decision or finding would
     reasonably be expected to have a Material Adverse Effect.

          (l) The Company and each of its Subsidiaries (i) has, and at the
     Closing Date or, if later, an Option Closing Date, will have, (A) all
     governmental licenses, permits, consents, orders, approvals and other
     authorizations necessary to carry on its business as contemplated in the
     Prospectus and are in material compliance with such, and (B) complied in
     all material respects with all laws, regulations and orders applicable to
     it or its business and (ii) is not, and at the Closing Date or, if later,
     an Option Closing Date, will not be, in breach of or default in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in any indenture, mortgage, deed of trust, voting trust
     agreement, loan agreement, bond, debenture, note agreement, lease,
     contract, joint venture or partnership agreement or other agreement or
     instrument (collectively, a "Contract or Other Agreement") or under any
     applicable law, rule, order, administrative regulation or administrative or
     court decree to which it is a party or by which any of its other assets or
     properties or by which the Properties are bound or affected, except where
     such default, breach or failure will not, either singly or in the
     aggregate, have a Material Adverse Effect. To the knowledge of the Company
     and each of its Subsidiaries, after due inquiry, no other party under any
     Material contract or other agreement to which it is a party is in default
     thereunder, except where such default will not have a Material Adverse
     Effect. Neither the Company nor any of its Subsidiaries is, nor at the
     Closing Date or, if later, an Option Closing Date, will any of them be, in
     violation of any provision of its articles of incorporation, by-laws,
     certificate of limited partnership, partnership agreement or other
     organizational document, as the case may be.

          (m) No Material consent, approval, authorization or order of, or any
     filing or declaration with, any court or governmental agency or body or any
     other entity is required in connection with the offering, issuance or sale
     of the Shares hereunder except such as have been obtained under the Act and
     the Exchange Act and such as may be required under state securities, Blue
     Sky or real estate syndication laws, or the by-laws, the corporate
     financing rule or the conflict of interest rule of the NASD or the
     requirements of the NYSE in connection with the purchase and distribution
     by the Underwriters of the Shares or such as have been received prior to
     the date of this Agreement.



                                       12


          (n) The Company and the Operating Partnership have full corporate or
     partnership power, as the case may be, to enter into this Agreement and the
     Deposit Agreement, to the extent each is a party thereto. Each of this
     Agreement and the Deposit Agreement has been duly and validly authorized,
     executed and delivered by the Company and the Operating Partnership, to the
     extent each is a party thereto and constitutes a valid and binding
     agreement of the Company and the Operating Partnership, to the extent each
     is a party thereto, and assuming due authorization, execution and delivery
     by the Underwriters, is enforceable, against the Company and the Operating
     Partnership, to the extent each is a Party thereto, in accordance with the
     terms hereof subject to (i) the effect of bankruptcy, insolvency,
     fraudulent conveyance, reorganization, moratorium or other similar laws now
     or hereafter in effect relating to or affecting the rights and remedies of
     creditors and (ii) the effect of general principles of equity, whether
     enforcement is considered in a proceeding in equity or at law, and the
     discretion of the court before which any proceeding therefor may be
     brought. The execution, delivery and performance of this Agreement and the
     consummation of the transactions contemplated hereby and the compliance by
     each of the Company and the Subsidiaries with their obligations hereunder,
     will not result in the creation or imposition of any lien, charge or
     encumbrance upon any of the assets or properties of the Company or any of
     its Subsidiaries pursuant to the terms or provisions of, or result in a
     breach or violation of any of the terms or provisions of, or constitute a
     default under, or give any other party a right to terminate any of its
     obligations under, or result in the acceleration of any obligation under,
     the certificate of incorporation, by-laws, partnership agreement or other
     organizational documents of the Company or any of its Subsidiaries, any
     Contract or Other Agreement to which the Company or any of its Subsidiaries
     is a party or by which the Company or any of its Subsidiaries or any of
     their assets or properties are bound or affected, or violate or conflict
     with any judgment, ruling, decree, order, statute, rule or regulation of
     any court or other governmental agency (foreign or domestic) or body
     applicable to the business or properties of the Company or any of its
     Subsidiaries or to the Properties, in each case except for liens, charges,
     encumbrances, breaches, violations, defaults, rights to terminate or
     accelerate obligations, or conflicts, the imposition or occurrence of which
     would not have a Material Adverse Effect.

          (o) As of the Closing Date or, if later, an Option Closing Date, the
     Company and each of its subsidiaries will have good and marketable title to
     all Material properties and assets described in the Prospectus as owned by
     it, free and clear of all liens, encumbrances, claims, security interests
     and defects, except such as are described in the Registration Statement or
     the Prospectus, or such as secure the loan facilities of the Company and
     the Subsidiaries, or would not result in a Material Adverse Effect.

          (p) To the knowledge of the Company: (i) no lessee of any portion of
     the Properties is in default under any of the leases governing such
     properties and there is no event which, but for the passage of time or the
     giving of notice, or both, would constitute a default under any of such
     leases, except in each case such defaults that would not have a Material
     Adverse Effect; (ii) the current use and occupancy of each of the
     Properties complies in all material respects with all applicable codes and
     zoning laws and regulations, except for such failures to comply which would
     not individually or in the aggregate have a Material Adverse Effect; and
     (iii) there is no pending or threatened condemnation, zoning change,
     environmental or other proceeding or action that will in any material
     respect affect the size of, use of, improvements on, construction on, or
     access to the Properties except such proceedings or actions that would not
     have a Material Adverse Effect.



                                       13


          (q) The Company and the Partnership Subsidiaries have property, title,
     casualty and liability insurance in favor of the Company or the Partnership
     Subsidiaries with respect to each of the Properties, in an amount and on
     such terms as is reasonable and customary for businesses of the type
     conducted by the Company and the Partnership Subsidiaries except in such
     instances where the tenant is carrying such insurance or the tenant is
     self-insuring such risks.

          (r) Except as disclosed in the Prospectus, and, except for activities,
     conditions, circumstances or matters that would not have a Material Adverse
     Effect; (A) to the knowledge of the Company and its Subsidiaries, after due
     inquiry, the operations of the Company and its Subsidiaries are in
     compliance with all Environmental Laws (as defined below) and all
     requirements of applicable permits, licenses, approvals and other
     authorizations issued pursuant to Environmental Laws; (B) to the knowledge
     of the Company and its Subsidiaries, after due inquiry, none of the Company
     or its Subsidiaries has caused or suffered to occur any Release (as defined
     below) of any Hazardous Substance (as defined below) into the Environment
     (as defined below) on, in, under or from any Property, and no condition
     exists on, in, under or adjacent to any Property that could reasonably be
     expected to result in the incurrence of liabilities under, or any
     violations of, any Environmental Law or give rise to the imposition of any
     Lien (as defined below), under any Environmental Law; (C) none of the
     Company or its Subsidiaries has received any written notice of a claim
     under or pursuant to any Environmental Law or under common law pertaining
     to Hazardous Substances on, in, under or originating from any Property; (D)
     none of the Company or its Subsidiaries has actual knowledge of, or
     received any written notice from any Governmental Authority (as defined
     below) claiming, any violation of any Environmental Law or a determination
     to undertake and/or request the investigation, remediation, clean-up or
     removal of any Hazardous Substance released into the Environment on, in,
     under or from any Property; and (E) no Property is included or, to the
     knowledge of the Company and its Subsidiaries, after due inquiry, proposed
     for inclusion on the National Priorities List issued pursuant to CERCLA (as
     defined below) by the United States Environmental Protection Agency (the
     "EPA"), or included on the Comprehensive Environmental Response,
     Compensation, and Liability Information System database maintained by the
     EPA, and none of the Company and its Subsidiaries has actual knowledge that
     any Property has otherwise been identified in a published writing by the
     EPA as a potential CERCLA removal, remedial or response site or, to the
     knowledge of the Company and its Subsidiaries, is included on any similar
     list of potentially contaminated sites pursuant to any other Environmental
     Law.

          As used herein, "Hazardous Substance" shall include any hazardous
     substance, hazardous waste, toxic substance, pollutant or hazardous
     material, including, without limitation, oil, petroleum or any
     petroleum-derived substance or waste, asbestos or asbestos-containing
     materials, PCBs, pesticides, explosives, radioactive materials, dioxins,
     urea formaldehyde insulation or any constituent of any such substance,
     pollutant or waste which is subject to regulation under any Environmental
     Law (including, without limitation, materials listed in the United States
     Department of Transportation Optional Hazardous Material Table, 49 C.F.R.
     ss. 172.101, or in the EPA's List of Hazardous Substances and Reportable
     Quantities, 40 C.F.R. Part 302); "Environment" shall mean any surface
     water, drinking water, ground water, land surface, subsurface strata, river
     sediment, buildings, structures, and ambient, workplace and indoor and
     outdoor air; "Environmental Law" shall mean the Comprehensive Environmental
     Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ss.
     9601 et seq.)



                                       14


     ("CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended
     (42 U.S.C. ss. 6901, et seq.), the Clean Air Act, as amended (42 U.S.C. ss.
     7401, et seq.), the Clean Water Act, as amended (33 U.S.C. ss. 1251, et
     seq.), the Toxic Substances Control Act, as amended (15 U.S.C. ss. 2601, et
     seq.), the Occupational Safety and Health Act of 1970, as amended (29
     U.S.C. ss. 651, et seq.), the Hazardous Materials Transportation Act, as
     amended (49 U.S.C. ss. 1801, et seq.), and all other federal, state and
     local laws, ordinances, regulations, rules and orders relating to the
     protection of the environment or of human health from environmental
     effects; "Governmental Authority" shall mean any federal, state or local
     governmental office, agency or authority having the duty or authority to
     promulgate, implement or enforce any Environmental Law; "Lien" shall mean,
     with respect to any Property, any mortgage, deed of trust, pledge, security
     interest, lien, encumbrance, penalty, fine, charge, assessment, judgment or
     other liability in, on or affecting such Property; and "Release" shall mean
     any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
     injecting, escaping, leaching, dumping, emanating or disposing of any
     Hazardous Substance into the Environment, including, without limitation,
     the abandonment or discard of barrels, containers, tanks (including,
     without limitation, underground storage tanks) or other receptacles
     containing or previously containing and containing a residue of any
     Hazardous Substance.

          None of the environmental consultants which prepared environmental and
     asbestos inspection reports with respect to any of the Properties was
     employed for such purpose on a contingent basis or has any substantial
     interest in the Company or any of its Subsidiaries, and none of them nor
     any of their directors, officers or employees is connected with the Company
     or any of its Subsidiaries as a promoter, selling agent, voting trustee,
     director, officer or employee.

          (s) The Company and its Subsidiaries are organized and operate in a
     manner so as to qualify as a real estate investment trust ("REIT") under
     Sections 856 through 860 of the Code, as amended (the "Code"), and have
     elected to be taxed as a REIT under the Code commencing with the taxable
     year ending December 31, 1994. The Company and its Subsidiaries intend to
     continue to qualify as a REIT for the foreseeable future.

          (t) There is no document or contract of a character required to be
     described or referred to in the Registration Statement or the Prospectus or
     to be filed as an exhibit to the Registration Statement which is not
     described or filed as required, except for the filing of this Agreement and
     the Deposit Agreement with the Commission as exhibits to a Form 8-K, which
     the Company agrees to make in a timely manner, and the descriptions thereof
     or references thereto are accurate in all material respects.

          (u) On the Closing Date, the Shares will be duly authorized for
     listing on the NYSE subject to official notice of issuance.

          (v) None of the Company or any of its Subsidiaries is involved in any
     labor dispute nor, to the knowledge of the Company or its Subsidiaries,
     after due inquiry, is any such dispute threatened which would have a
     Material Adverse Effect.

          (w) The Company and its Subsidiaries own, or are licensed or otherwise
     have the full exclusive right to use, all material trademarks and trade
     names which are used in or necessary for the conduct of their respective
     businesses as described in the Prospectus. To the knowledge of the Company,
     no claims have been asserted by any person to the use of any such
     trademarks or trade names or challenging or questioning the validity or
     effectiveness of any such trademark or trade name. The use, in connection
     with the



                                       15


     business and operations of the Company and its Subsidiaries, of such
     trademarks and trade names does not, to the Company's knowledge, infringe
     on the rights of any person.

          (x) The Company and each of its Subsidiaries has filed all federal,
     state, local and foreign income tax returns which have been required to be
     filed (except in any case in which the failure to so file would not result
     in a Material Adverse Effect) and has paid all taxes required to be paid
     and any other assessment, fine or penalty levied against it, to the extent
     that any of the foregoing would otherwise be delinquent, except, in all
     cases, for any such tax, assessment, fine or penalty that is being
     contested in good faith and except in any case in which the failure to so
     pay would not result in a Material Adverse Effect.

          (y) Each of the Partnership Subsidiaries is properly treated as a
     partnership for federal income tax purposes and not as a "publicly traded
     partnership."

          (z) No relationship, direct or indirect, exists between or among the
     Company or the Subsidiaries on the one hand, and the directors, officers,
     stockholders, customers or suppliers of the Company or the Subsidiaries on
     the other hand, which is required by the Act to be described in the
     Registration Statement and the Prospectus which is not so described;

          (aa) The Company has not taken and will not take, directly or
     indirectly, any action designed to, or that might be reasonably expected
     to, cause or result in stabilization or manipulation of the price of the
     Shares, and the Company has not distributed and have agreed not to
     distribute any prospectus or other offering material in connection with the
     offering and sale of the Shares other than the Prospectus, any preliminary
     prospectus filed with the Commission or other material permitted by the
     Securities Act (which were disclosed to you and your counsel);

          (ab) The Company maintains a system of internal accounting controls
     sufficient to provide reasonable assurances that (i) transactions are
     executed in accordance with management's general or specific authorization;
     (ii) transactions are recorded as necessary to permit preparation of
     financial statements in conformity with generally accepted accounting
     principles and to maintain accountability for assets; (iii) access to
     assets, financial and corporate books and records is permitted only in
     accordance with management's general or specific authorization; and (iv)
     the recorded accountability for assets is compared with existing assets at
     reasonable intervals and appropriate action is taken with respect to any
     differences;

          (ac) The Shares will have the following investment grade ratings from
     each of Standard & Poor's Corporation ("S&P") ("BBB-"), Moody's Investors
     Service, Inc. ("Moody's") ("baa3"), Fitch Investors Services, L.P.
     ("Fitch") ("BBB") and Duff & Phelps ("D&P") ("BBB-"), at the Closing Date,
     and, if later, the Option Closing Date;

          (ad) No stop order suspending the effectiveness of the Registration
     Statement or any part thereof has been issued and no proceeding for that
     purpose has been instituted, or to the knowledge of the Company, threatened
     by the Commission or by the state securities authority of any jurisdiction.
     No order preventing or suspending the use of the Prospectus has been issued
     and no proceeding for that purpose has been instituted or, to the knowledge
     of the Company, threatened by the Commission or by the state securities
     authority of any jurisdiction; and



                                       16


          (ae) Any certificate or other document signed by any officer or
     authorized representative of the Company or any Subsidiary, and delivered
     to the Underwriters or to counsel for the Underwriters in connection with
     the sale of the Shares shall be deemed a representation and warranty by
     such entity or person, as the case may be, to each Underwriter as to the
     matters covered thereby.

     7. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless each of you and each other Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement or the Prospectus or in
any amendment or supplement thereto, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements not misleading, except
insofar as such losses, claims, damages, liabilities or expenses arise out of or
are based upon any untrue statement or omission or alleged untrue statement or
omission which has been made therein or omitted therefrom in reliance upon and
in conformity with the information relating to such Underwriter furnished in
writing to the Company by or on behalf of any Underwriter through you expressly
for use in connection therewith. The foregoing indemnity agreement shall be in
addition to any liability which the Company may otherwise have.

     (b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Company, such Underwriter or such
controlling person shall promptly notify the Company and the Company shall
assume the defense thereof, including the employment of counsel and payment of
all fees and expenses. Such Underwriter or any such controlling person shall
have the right to employ separate counsel in any such action, suit or proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Underwriter or such controlling person
unless (i) the Company has agreed in writing to pay such fees and expenses, (ii)
the Company has failed to assume the defense and employ counsel, or (iii) the
named parties to any such action, suit or proceeding (including any impleaded
parties) include both such Underwriter or such controlling person and the
Company and such Underwriter or such controlling person shall have been advised
by its counsel that representation of such indemnified party and the Company by
the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed) due to actual or potential differing interests between them (in
which case the Company shall not have the right to assume the defense of such
action, suit or proceeding on behalf of such Underwriter or such controlling
person). It is understood, however, that the Company shall, in connection with
any one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for all such Underwriters and controlling persons not
having actual or potential differing interests with you or among themselves,
which firm shall be designated in writing by Smith Barney Inc., and that all
such fees and expenses shall be reimbursed as they are incurred. The Company
shall not be liable for any settlement of any such action, suit or proceeding
effected without its written consent, but if settled with such written consent,
or if there be a final judgment for the plaintiff in any such action, suit or
proceeding, the Company agrees to indemnify and hold harmless any Underwriter,
to the extent provided in the preceding paragraph, and any such controlling
person from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment.



                                       17


     (c) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement, and any person who controls the Company within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with respect
to information relating to such Underwriter furnished in writing by or on behalf
of such Underwriter through you expressly for use in the Registration Statement,
the Prospectus, or any amendment or supplement thereto. If any action, suit or
proceeding shall be brought against the Company, any of its directors, any such
officer, or any such controlling person based on the Registration Statement, the
Prospectus, or any amendment or supplement thereto, and in respect of which
indemnity may be sought against any Underwriter pursuant to this paragraph (c),
such Underwriter shall have the rights and duties given to the Company by
paragraph (b) above (except that if the Company shall have assumed the defense
thereof, such Underwriter shall not be required to do so, but may employ
separate counsel therein and participate in the defense thereof, but the fees
and expenses of such counsel shall be at such Underwriter's expense), and the
Company, its directors, any such officer, and any such controlling person shall
have the rights and duties given to the Underwriters by paragraph (b) above. The
foregoing indemnity agreement shall be in addition to any liability which the
Underwriters may otherwise have.

     (d) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party under paragraphs (a) or (c) hereof in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then an
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand and the Underwriters on the other hand from the offering of the
Shares, or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other in connection with
the statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or by the Underwriters on the other hand
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     (e) The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by a pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities and expenses referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
any claim or defending any such action, suit or proceeding. Notwithstanding the
provisions of this Section 7, no Underwriter shall be



                                       18


required to contribute any amount in excess of the amount by which the total
price of the Shares underwritten by it and distributed to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Section 7 are several in proportion
to the respective numbers of Firm Shares set forth opposite their names in
Schedule I hereto (or such numbers of Firm Shares increased as set forth in
Section 9 and not joint.

     (f) No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action,
suit or proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding.

     (g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers, or any person
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any
Underwriter or any person controlling any Underwriter, or to the Company, its
directors or officers, or any person controlling the Company, shall be entitled
to the benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 7.

     8. Conditions of Underwriters' Obligations. The several obligations of the
Underwriters to purchase the Firm Shares and the Additional Shares, as the case
may be, under this Agreement are subject to the satisfaction of each of the
following conditions:

     (a) All the representations and warranties of the Company and the Operating
Partnership contained in this Agreement shall be true and correct, in all
material respects, on the Closing Date, with the same force and effect as if
made on and as of the Closing Date; and as of an Option Closing Date, if any, to
the knowledge of the Company and the Operating Partnership, such representations
and warranties were true and correct, in all Material respects, as of the date
of this Agreement and on the Closing Date. On or before any Option Closing Date,
if any, the Company shall disclose to the Underwriters the information which
would make such representations and warranties not true and correct, in all
Material respects, as of such Option Closing Date and the Company shall have
complied with all agreements and all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date.

     (b) The Registration Statement, including any Rule 462(b) Registration
Statement, has become effective under the Act; the Prospectus shall have been
filed with the Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by such Rule; no stop order suspending the
effectiveness of the Registration Statement shall have been issued



                                       19


and no proceedings for that purpose shall have been commenced or shall be
pending before or threatened by the Commission to the knowledge, after due
inquiry, of the Company. No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or threatened by
the state securities authority of any jurisdiction, to the knowledge of the
Company.

     (c) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date, there shall not have occurred any downgrading, nor shall any
notice have been given of (i) any intended or potential downgrading or (ii) any
review or possible change that does not indicate an improvement, in the rating
accorded any securities of or guaranteed by the Company or the Operating
Partnership by any "nationally recognized statistical rating organization", as
such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

     (d) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus there shall not have been any material
adverse change in the capital stock, partners' equity or long-term debt of the
Company, the Operating Partnership or any of the Subsidiaries on a consolidated
basis, except as described or contemplated in the Prospectus, or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, business, prospects, management,
properties, financial position, stockholders' equity, partners' equity or
results of operations of the Company, the Operating Partnership and the
Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in
the Prospectus, the effect of which in your judgment makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Shares on
the terms and in the manner contemplated in the Prospectus; and other than as
set forth in the Prospectus, no proceedings shall be pending or, to the
knowledge of the Company, after due inquiry, threatened against the Operating
Partnership or the Company or any Property before or by any federal, state or
other commission, board or administrative agency, where an unfavorable decision,
ruling or finding could reasonably be expected to result in a Material Adverse
Effect;

     (e) you shall have received on and as of the Closing Date and on and as of
any applicable Option Closing Date, as the case may be, a certificate signed by
the Chairman of the Board of Directors or President or Chief Executive Officer
of the Company and the Chief Financial or Accounting Officer of the Company, in
their capacities as officers of the Company, on behalf of the Company for itself
and as general partner of the Operating Partnership, satisfactory to you, to the
effect set forth in subsections (a) through (d) of this Section;

     (f) You shall have received on the Closing Date and, if later, an Option
Closing Date an opinion or opinions (satisfactory to you and counsel for the
Underwriters), dated the Closing Date, and the Option Closing Date, as the case
may be, of Cahill Gordon & Reindel, counsel for the Company and the Operating
Partnership, to the effect that:

          (i) The Company is duly qualified or registered as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction identified with an asterisk in Schedule II hereto. Each of the
     Corporate Subsidiaries is duly qualified or registered as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction identified with an asterisk in Schedule II hereto.

          (ii) The Operating Partnership and each of the Financing Partnership
     and Securities, L.P. has been duly formed and is validly existing as a
     limited partnership in good standing under the laws of its state of
     organization. The Operating Partnership and each of the Financing
     Partnership and Securities, L.P. has all requisite partnership power and
     authority to own, lease and operate its properties and other assets, to
     conduct the business in which it is engaged and proposes to engage, in each
     case, as described in the Prospectus, and the Operating Partnership has the
     partnership power to enter into and



                                       20


     perform its obligations under this Agreement. The Operating Partnership and
     each of the Financing Partnership and Securities, L.P. is duly qualified or
     registered as a foreign partnership and is in good standing in each
     jurisdiction identified with an asterisk in Schedule II hereto.

          (iii) To the knowledge of such counsel, other than the Additional
     Shares and shares reserved for issuance pursuant to the Company's
     Shareholders Rights Plan, no shares of preferred stock of the Company are
     reserved for any purpose. To the knowledge of such counsel, there are no
     outstanding securities convertible into or exchangeable for any preferred
     stock of the Company and no outstanding options other than as provided in
     this Agreement, rights (preemptive or otherwise) or warrants to purchase or
     to subscribe for shares of preferred stock of the Company. To the knowledge
     of such counsel, all of the outstanding partnership interests of the
     Operating Partnership, the Financing Partnership and Securities, L.P. have
     been duly authorized, validly issued and fully paid and, except for Units
     not owned by the Company, are owned directly or indirectly by the Company
     or the Operating Partnership.

          (iv) To the knowledge of such counsel, none of the Company, the
     Operating Partnership, the Financing Partnership, Securities, L.P., FIFC or
     FISC is in violation of or default under its charter, by-laws, certificate
     of limited partnership or partnership agreement, as the case may be, and
     none of such entities is in default in the performance or observance of any
     obligation, agreement, covenant or condition contained in any document (as
     in effect on the date of such opinion) listed as an exhibit to the
     Registration Statement, the Company's Annual Report on Form 10-K, as
     amended, if applicable, and the Company's most recent Quarterly Report on
     Form 10-Q, as amended, if applicable, to which such entity is a party or by
     which such entity may be bound, or to which any of the property or assets
     of such entity or any Property is subject to or bound by (it being
     understood that (i) such counsel need express no opinion with respect to
     matters relating to any contract, indenture, mortgage, loan agreement, note
     lease, joint venture or partnership agreement or other instrument or
     agreement relating to the acquisition, transfer, operation, maintenance,
     management or financing of any property or assets of such entity or any
     other Property and (ii) such counsel may assume compliance with the
     financial covenants contained in any such document), except in each case
     for violations or defaults which in the aggregate are not reasonably
     expected to have a Material Adverse Effect.

          (v) This Agreement was duly and validly authorized, executed and
     delivered by each of the Company and the Operating Partnership, and the
     Deposit Agreement was duly and validly authorized, executed and delivered
     by the Company.

          (vi) The execution and delivery of this Agreement and the Deposit
     Agreement, the issuance and sale of the Shares and the performance by the
     Company and the Operating Partnership of their respective obligations under
     the Shares, this Agreement and the Deposit Agreement and the consummation
     of the transactions herein and therein contemplated will not require, to
     such counsel's knowledge, any consent, approval, authorization or other
     order of any court, regulatory body, administrative agency or other
     governmental body (except such as may be required under the Act, the state
     securities, Blue Sky or real estate syndication laws in connection with the
     purchase and distribution of the Shares by the Underwriters) and did not
     and do not conflict with or constitute a breach or violation of or default
     under: (1) any document (as in effect on the date of such opinion) listed
     as an exhibit to the Registration Statement, the Company's Annual Report on
     Form 10-K, as amended, if applicable, and the Company's most recent
     Quarterly



                                       21


     Report on Form 10-Q, as amended, if applicable, to which any such entity is
     a party or by which it or any of them or any of their respective properties
     or other assets may be bound or subject and of which such counsel is aware
     (it being understood that (i) such counsel need express no opinion with
     respect to matters relating to any contract, indenture, mortgage, loan
     agreement, note lease, joint venture or partnership agreement or other
     instrument or agreement relating to the acquisition, transfer, operation,
     maintenance, management or financing of any property or assets of such
     entity or any other Property and (ii) such counsel may assume compliance
     with the financial covenants contained in any such document); (2) the
     certificate of limited partnership or partnership agreement, as the case
     may be, of the Operating Partnership, the Financing Partnership, and
     Securities, L.P. or the articles of incorporation or bylaws, as the case
     may be, of the Company, FIFC or FISC; (3) any applicable law, rule or
     administrative regulation, except in each case for conflicts, breaches,
     violations or defaults that in the aggregate would not have a Material
     Adverse Effect.

          (vii) To the knowledge of such counsel, no Material authorization,
     approval, consent or order of any court or governmental authority or agency
     or any other entity is required in connection with the offering, issuance
     or sale of the Shares hereunder, except such as may be required under the
     Act or the by-laws, corporate financing rule and conflict of interest rule
     of the NASD, or state securities, blue sky or real estate syndication laws,
     or such as have been received prior to the date of such opinion.

          (viii) The Registration Statement, at the time it became effective and
     the Prospectus, as of the date of the Prospectus Supplement (in each case,
     other than the financial statements and supporting schedule and other
     financial and statistical data included or incorporated by reference
     therein, as to which no opinion need be rendered), complied as to form in
     all material respects with the requirements of the Act and the Exchange
     Act.

          (ix) Each of the Underwriters is receiving good, valid and marketable
     title to the Shares, free and clear of all security interests, mortgages,
     pledges, liens, encumbrances, claims and equities if the Underwriters
     acquire such Shares in good faith and without notice of any such security
     interests, mortgages, pledges, liens, encumbrances, claims or equities.

          (x) The information in the Prospectus Supplement under "Description of
     Series E Preferred Shares and Depositary Shares" and "Certain Federal
     Income Tax Considerations" and in the Prospectus under "Risk Factors,"
     "Description of Preferred Stock," "Description of Depository Shares,"
     "Restrictions on Transfers of Capital Stock" and "Federal Income Tax
     Considerations," to the extent that it constitutes statements of law,
     descriptions of statutes, rules or regulations, summaries of documents or
     legal conclusions, has been reviewed by such counsel and is correct in all
     material respects and presents fairly the information required to be
     disclosed therein.

          (xi) To such counsel's knowledge, there is no document or contract of
     a character required to be described or referred to in the Registration
     Statement and Prospectus or to be filed as exhibits thereto by the Act
     other than those described or referred to therein or filed as exhibits
     thereto, and the descriptions thereof or references thereto are accurate in
     all material respects.

          (xii) The Shares have been approved for listing on the NYSE subject to


                                       22


     official notice of issuance.

          (xiii) The partnership agreement of each of the Operating Partnership,
     Securities, L.P. and the Financing Partnership has been duly authorized,
     validly executed and delivered by each of the Company and the Subsidiaries,
     to the extent they are parties thereto, and is valid, legally binding and
     enforceable in accordance with its terms, subject to bankruptcy,
     insolvency, fraudulent transfer, reorganization, moratorium and similar
     laws of general applicability relating to or affecting creditors' rights
     and of general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law).

          (xiv) The Registration Statement has been declared effective under the
     Securities Act, the Prospectus was filed with the Commission pursuant to
     Rule 424 within the applicable time period prescribed by Rule 424 and, to
     the knowledge of such counsel, no stop order suspending the effectiveness
     of the Registration Statement or the Prospectus has been issued and no
     proceeding for that purpose is pending or threatened by the Commission.

          (xv) The Company and the Operating Partnership satisfy all conditions
     and requirements for filing the Registration Statement on Form S-3 under
     the Act.

          (xvi) None of the Company, the Corporate Subsidiaries or the
     Partnership Subsidiaries is required to be registered as an investment
     company under the Investment Company Act of 1940, as amended.

     In addition, Cahill Gordon & Reindel shall confirm that the opinion filed
as Exhibit 8 to the Registration Statement is true and correct as of the date
thereof and shall authorize the Underwriters to rely on such opinion as if it
were addressed to the Underwriters.

     In addition, Cahill Gordon & Reindel shall state that they have
participated in conferences with officers and other representatives of the
Company, the Operating Partnership and the Subsidiaries, representatives of the
independent public accountants for the Company, the Operating Partnership and
the Subsidiaries and representatives of the Underwriters at which the contents
of the Registration Statement and the Prospectus and related matters were
discussed. On the basis thereof, but without independent verification by such
counsel of, and without passing upon or assuming any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus or any amendments or supplements
thereto, no facts have come to the attention of such counsel that lead them to
believe that (i) the Registration Statement, including the documents
incorporated therein by reference, at the time such Registration Statement
became effective, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading or (ii) the Prospectus, as of its
date or at the Closing Date, or, if later, an Option Closing Date, contained or
contains any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (it being understood
that such counsel need express no opinion with respect to the financial
statements, schedules and other financial and statistical data included in the
Registration Statement or the Prospectus).

     In giving its opinion, such counsel may rely (A) as to all matters of fact,
upon certificates and written statements of officers, directors, partners and
employees of and accountants for each of the Company, the Corporate Subsidiaries
and the Partnership Subsidiaries, (B) as to matters of



                                       23


Maryland law, on the opinion of McGuire, Woods, Battle & Boothe, L.L.P.,
Baltimore, Maryland, which opinion shall be in form and substance reasonably
satisfactory to counsel for the Underwriters, (C) as to matters of Illinois law,
on the opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg, Chicago,
Illinois, which opinion shall be in form and substance reasonably satisfactory
to counsel for the Underwriters, and (D) as to the good standing and
qualification of the Company, the Corporate Subsidiaries and the Partnership
Subsidiaries to do business in any state or jurisdiction, upon certificates of
appropriate government officials or opinions of counsel in such jurisdictions.
Counsel need express no opinion (i) as to the enforceability of forum selection
clauses in the federal courts or (ii) with respect to the requirements of, or
compliance with, any state securities, Blue Sky or real estate syndication laws.

     (g) You shall have received on the Closing Date and, if later, an Option
Closing Date, an opinion or opinions (satisfactory to you and counsel for the
Underwriters), dated the Closing Date, and the Option Closing Date, as the case
may be, of McGuire, Woods, Battle & Boothe, L.L.P., special Maryland counsel for
the Company, to the effect that:

          (i) Each of the Company and the Corporate Subsidiaries has been duly
     incorporated and is validly existing as a corporation in good standing
     under the laws of its respective jurisdiction of incorporation.

          (ii) Each of the Company and the Corporate Subsidiaries has corporate
     power and authority to own, lease and operate its properties and other
     assets and to conduct the business in which it is engaged or proposes to
     engage, in each case, as described in the Prospectus, and the Company has
     the corporate power and authority to enter into and perform its obligations
     under this Agreement.

          (iii) The Company's authorized capitalization consists of 10,000,000
     shares of preferred stock, par value $.01 per share, 100,000,000 shares of
     common stock, par value $.01 per share and 65,000,000 shares of excess
     stock, par value $.01 per share. All of the issued and outstanding shares
     of capital stock of the Company have been duly authorized and are validly
     issued, fully paid and non-assessable. All the issued and outstanding
     shares of capital stock of the Corporate Subsidiaries have been duly
     authorized and are validly issued, fully paid and non-assessable and are
     owned by the Company.

          (iv) Each of the Shares has been duly authorized for issuance and sale
     to the Underwriters pursuant to this Agreement and, when validly issued and
     delivered pursuant to this Agreement against payment of the Purchase Price,
     will be duly authorized, validly issued, fully paid and non-assessable. To
     the extent Maryland law provides the basis for determination, each of the
     Underwriters is receiving good, valid and marketable title to the Shares,
     free and clear of all security interests, mortgages, pledges, liens,
     encumbrances, claims and equities if the Underwriters acquire such Shares
     in good faith and without notice of any such security interests, mortgages,
     pledges, liens, encumbrances, claims or equities. The terms of the Shares
     conform in all material respects to all statements and descriptions related
     thereto contained in the Registration Statement and Prospectus. The form of
     depositary receipt used to evidence the Shares are in due and proper form
     and comply in all material respects with all applicable legal requirements
     and with the requirements of the NYSE. The issuance of the Shares is not
     subject to any preemptive or other similar rights arising under Maryland
     General Corporation Law, the Company's charter or by-laws, as amended to
     date, or any agreement of which such counsel is aware.



                                       24


          (v) Each of this Agreement and the Deposit Agreement was duly and
     validly authorized, executed and delivered by the Company.

          (vi) The execution and delivery of this Agreement and the Deposit
     Agreement and the performance of the obligations and the consummation of
     the transactions set forth herein and therein by the Company will not
     require, to the knowledge of such counsel, any consent, approval,
     authorization or other order of any Maryland court, regulatory body,
     administrative agency or other governmental body (except as such may be
     required under the Act or other securities laws) and did not and do not
     conflict with or constitute a breach or violation of or default under: (1)
     the charter or by-laws, as the case may be, of the Company; (2) any
     applicable Maryland law, rule or administrative regulation or any order or
     administrative or court decree of which such counsel is aware, except in
     each case for conflicts, breaches, violations or defaults that in the
     aggregate would not have a Material Adverse Effect.

          (vii) To the knowledge of such counsel, no Material authorization,
     approval, consent or order of any Maryland court, governmental authority,
     agency or other entity is required in connection with the offering,
     issuance or sale of the Shares hereunder, except such as may be required
     under Maryland securities, blue sky or real estate syndication laws.

          (viii) The information in the Prospectus under "Description of
     Preferred Stock," "Description of Depositary Shares," "Certain Provisions
     of Maryland Law and the Company's Articles of Incorporation and Bylaws" and
     "Restrictions on Transfers of Capital Stock" and in Part II of the
     Registration Statement under Item 15 to the extent that it constitutes
     statements of law, descriptions of statutes, rules or regulations,
     summaries of documents or legal conclusions, has been reviewed by such
     counsel and, as to Maryland law, is correct in all material respects and
     presents fairly the information required to be disclosed therein.

          (ix) The Company and each of the Corporate Subsidiaries was authorized
     to enter into the partnership agreement of each Partnership Subsidiary for
     which the Company or such Corporate Subsidiary, as the case may be, is the
     general partner.

     (h) You shall have received on the Closing date and, if later, an Option
Closing Date, an opinion or opinions (satisfactory to you and counsel for the
Underwriters), dated the Closing Date, or the Option Closing Date, as the case
may be, of Barack Ferrazzano Kirschbaum, Perlman & Nagelberg, special Illinois
counsel for the Company, to the effect that:

          (i) To the knowledge of such counsel, none of the Company, FRA, the
     Operating Partnership, FIMC, the Mortgage Partnership, FIH, FII, FIHC and
     FIIC is in violation of or in default in connection with the performance or
     observance of any obligation, agreement, covenant or condition contained in
     any or all of (a) the documentation evidencing and/or securing (1) a
     certain unsecured term loan made available to the Operating Partnership by
     Union Bank of Switzerland, New York Branch, (2) a certain loan made
     available to Harrisburg, L.P. by ORIX USA, Inc., (3) a certain mortgage
     loan made available to the Financing Partnership by Nomura Asset Capital
     Corporation, (4) a certain mortgage loan made available to the Mortgage
     Partnership by Nomura Asset Capital Corporation, and (5) a certain
     revolving credit facility made available to the Operating Partnership by
     The First National Bank of Chicago and the



                                       25


     Union Bank of Switzerland, New York Branch, (6) the assumption by the
     Operating Partnership of a certain mortgage loan from PFL Life Insurance
     Company made available to Fourth Brookville Associates Limited Partnership;
     (7) the assumption by the Operating Partnership of a certain loan from
     Monumental Life Insurance Company made available to Lincoln Center
     Associates Limited Partnership; (8) the origination of a certain mortgage
     loan made available to FII by Connecticut General Life Insurance Company
     ("CIGNA"); (9) the origination of a certain mortgage loan made available to
     the Operating Partnership by CIGNA; (10) the acquisition of property by the
     Operating Partnership subject to a certain mortgage loan from Smithkline
     Beecham Clinical Laboratories, Inc. made available to 290 Industrial Co.,
     LLC; and (11) the acquisition of property by the Operating Partnership
     subject to a certain mortgage loan from Patomi Realty Co. made available to
     Lazarus Burman Associates (such documentation, collectively, the "Credit
     Documents") and (b) various pending agreements of purchase and sale into
     which FR Acquisitions, Inc. has entered into for the purchase of certain
     real properties (collectively, the "Pending Contracts"), except in each
     case for defaults that, in the aggregate, are not reasonably expected to
     have a Material Adverse Effect.

          (ii) The execution and delivery of this Agreement and the Deposit
     Agreement and the performance of the obligations and the consummation of
     the transaction set forth herein and therein by the Company and the
     Operating Partnership did not and do not conflict with or constitute a
     breach or violation of, or default under: (A) the Credit Documents and the
     Pending Contracts; (B) any applicable law, rule or administrative
     regulation of the federal government (or agency thereof) of the United
     States; or (C) any order or administrative or court decree issued to or
     against or concerning the Company, the Operating Partnership, FIMC, the
     Mortgage Partnership, FIH, FII, FIHC, or FIIC, of which in the cases of
     clauses (B) and (C) above, such counsel is aware, except in each case for
     conflicts, breaches, violations or defaults that in the aggregate would not
     have a Material Adverse Effect.

          (iii) To the knowledge of such counsel, there are no legal or
     governmental proceedings pending or threatened that do, or are likely to,
     have a Material Adverse Effect.

          (iv) The information in the 10-K under Item 2 "The
     Properties--Mortgage Loans" (except for the 1994 Mortgage Loan) to the
     extent that it constitutes statements of law, descriptions of statutes,
     summaries of principal financing terms of Credit Documents or legal
     conclusions, has been reviewed by such counsel and is correct in all
     material respects and presents fairly the information disclosed therein.

     (i) You shall have received on the Closing Date and the Option Closing
Date, as the case may be, an opinion, dated the Closing Date and the Option
Closing Date, as the case may be, of Rogers & Wells LLP, counsel for the
Underwriters, as to the matters referred to in clause (i) (with respect to the
Company only) and (iv) (with respect to the first and last sentences only) of
Section 8(g) and clauses (v) (with respect to the Company only) and (viii) of
Section 8(f) and in addition, Rogers & Wells LLP shall make statements similar
to those contained in the second paragraph following clause (xviii) of Section
8(f) hereto and shall be entitled to rely on those persons described in the
third paragraph following clause (xvii) Section 8(f) hereto with respect to the
matters described therein.

     In giving its opinion, such counsel may rely (A) as to matters of Maryland
law, on the opinion of McGuire, Woods, Battle & Boothe, L.L.P., Baltimore,
Maryland, which opinion shall be in form and substance reasonably satisfactory
to counsel for the Underwriters,



                                       26


and (B) as to the good standing and qualification of the Company, the Corporate
subsidiaries and the Partnership Subsidiaries to do business in any state or
jurisdiction, upon certificates of appropriate government officials or opinions
of counsel in such jurisdictions.

     (j) At the Closing Date, the Shares shall have the ratings accorded by the
"nationally recognized statistical organizations," as defined by the Commission
for purposes of Rule 436(g)(2) under the Act, as specified in Section 6(ac)
hereto, and the Company shall have delivered to Smith Barney Inc. a letter,
dated as of such date, from each such rating organization, or other evidence
satisfactory to Smith Barney Inc., confirming that the Shares have such ratings.
Since the date hereof, there shall not have occurred a downgrading in the rating
assigned to the Shares or any of the Company's securities or the Operating
Partnership's other securities by any such rating organization, and no such
rating organization shall have publicly announced that it has under surveillance
or review, with possible negative implications, its rating of the Shares or any
of the Company's securities or the Operating Partnership's other securities.

     (k) On the date hereof or such other date as the Underwriters may agree to,
Coopers & Lybrand L.L.P. shall have furnished to the Underwriters a letter,
dated the date of its delivery, addressed to the Underwriters and in form and
substance satisfactory to the Underwriters (and to its counsel), confirming that
they are independent public accountants with respect to the Company and its
Subsidiaries as required by the Act and with respect to the financial and other
statistical and numerical information contained in the Registration Statement
and containing statements and information of the type ordinarily included in
accountants' "comfort letters" as set forth in the AICPA's Statement on Auditing
Standards 72. At the Closing Date and, as to the Additional Shares, at any
Option Closing Date, Coopers & Lybrand L.L.P. shall have furnished to the
Underwriters a letter, dated the date of its delivery, which shall confirm, on
the basis of a review in accordance with the procedures set forth in the letter
from it, that nothing has come to its attention during the period from the date
of the letter referred to in the prior sentence to a date (specified in the
letter) not more than five days prior to the Closing Date and the applicable
Option Closing Date, as the case may be, which would require any change in its
letter dated the date hereof if it were required to be dated and delivered at
the Closing Date and the applicable Option Closing Date, as the case may be.

     (l) At the Closing Date, the Shares shall have been approved for listing on
the NYSE upon official notice of issuance.

     (m) The Company and its Subsidiaries shall not have failed at or prior to
the Closing Date and any applicable Option Closing Date, as the case may be, to
perform or comply with any of the agreements pursuant to Section 5 herein
contained and required to be performed or complied with by the Company at or
prior to the Closing Date and the Option Closing Date, as the case may be.

     (n) At the Closing Date and, if later, at any applicable Option Closing
Date, counsel for the Underwriters shall have been furnished with such documents
and opinions as they may reasonably require for the purpose of enabling them to
pass upon the issuance and sale of the Shares, as herein contemplated and
related proceedings, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of the Shares as herein contemplated shall be reasonably
satisfactory in form and substance to the Underwriters and counsel for the
Underwriters.

     The opinions and certificates mentioned in this Agreement shall be deemed
to be in



                                       27


compliance with the provisions hereof only if they are in all material respects
satisfactory to you and to Rogers & Wells LLP, counsel for the Underwriters.

     9. Effective Date of Agreement; Termination; Default by One or More
Underwriters. This Agreement shall become effective upon the execution of this
Agreement.

     This Agreement may be terminated at any time prior to the Closing Date by
you by written notice to the Company if any of the following has occurred: (i)
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has been a Material Adverse Effect, (ii) any
outbreak or escalation of hostilities or other national or international
calamity or crisis or change in economic conditions or in the financial markets
of the United States or elsewhere that, in your judgment, is material and
adverse and would, in your judgment, make it impracticable to market the Shares
on the terms and in the manner contemplated in the Prospectus or to enforce
contracts for the resale of the Shares, (iii) the suspension or material
limitation of trading in securities on the NYSE or the American Stock Exchange
or material limitation on prices for securities on either of such exchanges,
(iv) the enactment, publication, decree or other promulgation of any federal or
state statute, regulation, rule or order of any court or other governmental
authority which in your opinion would result in a Material Adverse Effect, (v)
the declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in your
opinion has a material adverse effect on the financial markets in the United
States.

     If on the Closing Date or on an applicable Option Closing Date, as the case
may be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Shares or Additional Shares, as the case may be, which it or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused to
purchase is not more than one-tenth of the total number of Firm Shares or
Additional Shares, as the case may be, to be purchased on such date by all
Underwriters, each non-defaulting Underwriter shall be obligated severally, in
the proportion which the number of Firm Shares set forth opposite its name in
Schedule I bears to the total number of Firm Shares which all the non-defaulting
Underwriters, have agreed to purchase, or in such other proportion as you may
specify, to purchase the Firm Shares or Additional Shares, as the case may be,
which such defaulting Underwriter or Underwriters, as the case may be, agreed
but failed or refused to purchase on such date; provided that in no event shall
the number of Firm Shares or Additional Shares, as the case may be, which any
Underwriter has agreed to purchase pursuant to Section 2 hereof be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such number of
Firm Shares or Additional Shares, as the case may be, without the written
consent of such Underwriter. If on the Closing Date or on an applicable Option
Closing Date, as the case may be, any Underwriter or Underwriters shall fail or
refuse to purchase Firm Shares, or Additional Shares, as the case may be, and
the aggregate number of Firm Shares or Additional Shares, as the case may be,
with respect to which such default occurs is more than one-tenth of the
aggregate number of Firm Shares or Additional Shares, as the case may be, to be
purchased on such date by all Underwriters and arrangements satisfactory to you
and the Company for purchase of such Shares are not made within 48 hours after
such default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter and the Company. In any such case which does not
result in termination of this Agreement, either you or the Company shall have
the right to postpone the Closing Date or the applicable Option Closing Date, as
the case may be, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the Prospectus or
any other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting



                                       28


Underwriter from liability in respect of any default of any such Underwriter
under this Agreement.

     10. Information Furnished by the Underwriters. The names of the
Underwriters set forth on the cover page, the stabilization legend on the inside
front cover, and the statements in the chart and the third, sixth and seventh
(with respect to the last sentence only) paragraphs under the caption
"Underwriting" in the Prospectus, constitute the only information furnished by
or on behalf of the Underwriters through you as such information is referred to
in Section 7.

     11. Miscellaneous. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (a) if to the Company, to First
Industrial Realty Trust, Inc., 311 South Wacker Drive, Suite 4000, Chicago,
Illinois 60606, Attention: Michael T. Tomasz, with a copy to Cahill Gordon &
Reindel, 80 Pine Street, New York, New York 10005, Attention of Gerald S.
Tanenbaum, Esq. and (b) if to you, c/o Smith Barney Inc., 388 Greenwich Street,
New York, New York 10013, Attention: Manager, Investment Banking Division, with
a copy to Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166,
Attention of Robert E. King, Jr., or in any case to such other address as the
person to be notified may have requested in writing.

     The provisions of Sections 5, 6 and 7 shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter or by or on behalf of the Company, the
officers or directors of the Company or any controlling person of the Company
and (ii) acceptance of the Shares and payment for them hereunder.

     In the event of termination of this Agreement, the provisions of Sections
5(k) and 7 shall remain operative and in full force and effect.

     If this Agreement shall be terminated by the Underwriters because of any
failure or refusal on the part of the Company or the Operating Partnership to
comply with the terms or to fulfill any of the conditions of this Agreement, the
Company and the Operating Partnership agree to reimburse the several
Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) reasonably incurred by them.

     Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Operating
Partnership and the Underwriters, any controlling persons referred to herein and
their respective successors and assigns, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Shares from any of the several Underwriters merely
because of such purchase.

     This Agreement shall be governed and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed in New
York.




                                       29



     This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.

     Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Operating Partnership, and the several Underwriters.

                              Very truly yours,

                              FIRST INDUSTRIAL REALTY TRUST, INC.


                              By:    /s/ Michael Tomasz
                                     -------------------------------------
                                     Name: Michael Tomasz
                                     Title: President and Chief
                                            Executive Officer

                              FIRST INDUSTRIAL, L.P.

                              By:    First Industrial Realty Trust, Inc.
                                       as its sole general partner

                              By:    /s/ Michael Tomasz
                                     -------------------------------------
                                     Name: Michael Tomasz
                                     Title: President and Chief
                                            Executive Officer



SMITH BARNEY INC.
DONALDSON, LUFKIN & JENRETTE
 SECURITIES CORPORATION
BT ALEX. BROWN INCORPORATED
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER
 & SMITH INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
  As representatives of the
  several Underwriters listed
  on Schedule I hereto

By:  SMITH BARNEY INC.


By:      /s/ Jeffrey Horowitz
         -------------------------------
         Name: Jeffrey Horowitz
         Title: Managing Director








                                       I-1

                                   SCHEDULE I



                                                          Number of Firm Shares
              Underwriters                                to be Purchased
              ------------                                ---------------------

Smith Barney Inc..........................................      463,000
Donaldson, Lufkin & Jenrette
  Securities Corporation..................................      463,000
BT Alex. Brown Incorporated...............................      461,000
Merrill Lynch, Pierce, Fenner
  & Smith Incorporated....................................      461,000
J.P. Morgan Securities Inc................................      461,000
Prudential Securities Incorporated........................      461,000
Robert W. Baird & Co. Incorporated........................       10,000
BancAmerica Robertson Stephens............................       10,000
Bear, Stearns & Co. Inc...................................       10,000
J.C. Bradford & Co........................................       10,000
Cowen & Company...........................................       10,000
Dain Rauscher Incorporated................................       10,000
A.G. Edwards & Sons, Inc..................................       10,000
EVEREN Securities, Inc....................................       10,000
Fahnestock & Co. Inc......................................       10,000
Fidelity Capital Markets, A Division of
  National Financial Services Corporation.................       10,000
First Albany Corporation..................................       10,000
First of Michigan Corporation.............................       10,000
Gibraltar Securities Co...................................       10,000
Janney Montgomery Scott Inc...............................       10,000
Legg Mason Wood Walker, Incorporated......................       10,000
McDonald & Company Securities, Inc........................       10,000
Morgan Keegan & Company, Inc..............................       10,000
The Ohio Company..........................................       10,000
Piper Jaffray Inc.........................................       10,000
Raymond James & Associates, Inc...........................       10,000
The Robinson-Humphrey Company, LLC........................       10,000
Tucker Anthony Incorporated...............................       10,000
U.S. Clearing Corp........................................       10,000

                                Total.....................    3,000,000
                                                              =========




                                      I-1



                                   SCHEDULE II



             JURISDICTIONS OF FOREIGN QUALIFICATION OF THE COMPANY,
           THE CORPORATE SUBSIDIARIES AND THE PARTNERSHIP SUBSIDIARIES

ENTITY:                                                JURISDICTION

First Industrial, L.P.                                 Georgia*
                                                       Illinois*
                                                       Indiana*
                                                       Iowa
                                                       Michigan
                                                       Minnesota*
                                                       Missouri
                                                       New Jersey*
                                                       New York*
                                                       Ohio
                                                       Pennsylvania
                                                       Tennessee
                                                       Wisconsin

First Industrial Realty Trust, Inc.                    Georgia*
                                                       Illinois*
                                                       Indiana*
                                                       Michigan*
                                                       Minnesota*
                                                       New Jersey*
                                                       New York*
                                                       Ohio

First Industrial Securities, L.P.                      Illinois
                                                       Michigan
                                                       Minnesota
                                                       Pennsylvania

First Industrial Securities Corporation                Illinois*
                                                       Michigan*

First Industrial Pennsylvania Partnership, L.P.        Pennsylvania

First Industrial Pennsylvania Corporation              Pennsylvania

First Industrial Harrisburg, L.P.                      Pennsylvania

First Industrial Harrisburg Corporation                Pennsylvania

First Industrial Financing Partnership, L.P.           Georgia*
                                                       Illinois*
                                                       Iowa
                                                       Michigan*
                                                       Minnesota*
                                                       Missouri


                                      II-1


                                                       New Hampshire
                                                       Pennsylvania
                                                       Tennessee
                                                       Texas
                                                       Wisconsin

First Industrial Finance Corporation                   Georgia*
                                                       Illinois*
                                                       Michigan*
                                                       Wisconsin

First Industrial Management Corporation                Georgia
                                                       Illinois
                                                       Indiana
                                                       Iowa
                                                       Kansas
                                                       Michigan
                                                       Minnesota
                                                       Missouri
                                                       New Hampshire
                                                       Ohio
                                                       Pennsylvania
                                                       Tennessee
                                                       Texas
                                                       Wisconsin



                                      II-2



First Industrial (Atlanta) Management Corporation      Georgia
                                                       Illinois

FR Acquisitions, Inc.                                  Georgia
                                                       Illinois
                                                       Indiana
                                                       Michigan
                                                       Minnesota
                                                       Missouri
                                                       Ohio
                                                       Pennsylvania
                                                       Tennessee
                                                       Wisconsin

First Industrial Mortgage Partnership, L.P.            Georgia
                                                       Illinois
                                                       Michigan
                                                       Minnesota
                                                       Missouri
                                                       Tennessee

First Industrial Mortgage Corporation                  Illinois
                                                       Michigan

First Industrial Indianapolis, L.P.                    Indiana

First Industrial Indianapolis Corporation              None

First Industrial Development Services Group, L.P.      None

FI Development Services Corporation                    None



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

*    Denotes jurisdictions on which counsel is opining.



                                      II-3



                                                                     Exhibit 4.4



NUMBER                                                          SHARES

  1                                                             30,000




                       FIRST INDUSTRIAL REALTY TRUST, INC.
                       Series E Cumulative Preferred Stock
              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND



     This Certifies that FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Depositary
is the owner of Thirty Thousand Series E Cumulative Preferred Shares, which are
fully paid and non-assessable Shares of the above Corporation transferable only
on the books of the Corporation by the holder hereof in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed.

     In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation.




Dated: March 18, 1998





                                     [LOGO]





/s/ Michael J. Havala                         /s/ Michale T. Tomasz






                          [FORM OF REVERSE OF RECEIPT]

                       FIRST INDUSTRIAL REALTY TRUST, INC.


     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS
QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED. NO PERSON MAY BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF
9.9% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS
OF THE CORPORATION) OF THE OUTSTANDING STOCK OF THE CORPORATION. ANY PERSON WHO
ATTEMPTS TO BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF THE ABOVE LIMITATION
MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL CAPITALIZED TERMS IN THIS LEGEND
HAVE THE MEANINGS DEFINED IN THE CORPORATION'S ARTICLES OF INCORPORATION, A COPY
OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO
EACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED,
THE SHARES OF STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY EXCHANGED FOR SHARES
OF EXCESS STOCK WHICH WILL BE HELD IN TRUST BY THE CORPORATION.

     THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER ON REQUEST AND WITHOUT
CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSIONS AND
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND, WITH RESPECT TO ANY
PREFERRED OR SPECIAL CLASS IN A SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS
AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN
SET AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES.

     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations. Additional abbreviations may also
be used though not in the list.

TEN COM-- as tenants in common    UNIF GIFT MIN ACT--....Custodian.......(Minor)
TEN ENT-- as tenants by the       under Uniform Gifts to Minors Act......(State)
          entireties
JT TEN --  as joint tenants with
          right of survivorship
          and not as tenants in
          common

For value received, the undersigned hereby PLEASE INSERT SOCIAL SECURITY OR
OTHER sells, assigns and transfers unto IDENTIFYING NUMBER OF ASSIGNEE

- ------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


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

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




     __________________________________________Shares represented by the within
Certificate, and hereby irrevocably constitutes and appoints _____________
____________ Attorney to transfer the said shares of the within-named
Corporation with full power of substitution in the premises.

Dated______________________________


                  In presence of           ___________________________________


___________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement, or any change whatever.



                                      -2-