First Industrial Realty Trust Inc – ‘8-A12B’ on 2/4/98 – EX-6

As of:  Wednesday, 2/4/98   ·   Accession #:  950162-98-96   ·   File #:  1-13102

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-812B                                            3     14K 
 2: EX-4        Articles Supplementary                                12     39K 
 3: EX-5        Deposit Agreement                                     33    110K 
 4: EX-6        Form of Certificate                                    3     13K 

EX-6   —   Form of Certificate

EX-6
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 [FORM OF FACE OF RECEIPT]

NUMBER                                                SHARES          
DRT-                            FIRST INDUSTRIAL                                

THIS CERTIFICATE IS TRANSFERABLE                             (CUSIP ______)     
IN NEW YORK, NY                                            SEE REVERSE      
                                                     FOR CERTAIN
                                                     DEFINITIONS

RECEIPT FOR DEPOSITARY SHARES,
 EACH REPRESENTING 1/100 OF A SHARE OF
 7.95% SERIES D CUMULATIVE PREFERRED STOCK

 FIRST INDUSTRIAL REALTY TRUST, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND)

 First Chicago Trust Company of New York, a national banking association
duly organized and existing under the laws of the United States of America with 
an office at the time of execution of the Deposit Agreement (as defined below)  
at One First National Plaza, Suite 0123, Chicago, IL 60670, as Depositary (the  
"Depositary"), hereby certifies that                                            

is a registered owner of                                  DEPOSITARY SHARES     
("Depositary Shares"), each Depositary Share representing 1/100 of one fully    
paid and non-assessable share of 7.95% Series D Cumulative Preferred Stock,     
$2,500 liquidation preference per preferred share (the "Shares"), of First      
Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), on       
deposit with the Depositary, subject to the terms and entitled to the benefits  
of the Deposit Agreement dated as of February 4, 1998 (the "Deposit Agreement"),
among the Company, the Depositary and the holders from time to time of Receipts 
for Depositary Shares. By accepting this Receipt, the holder hereof becomes a   
party to and agrees to be bound by all the terms and conditions of the Deposit  
Agreement. This Receipt shall not be valid or obligatory for any purpose or be  
entitled to any benefits under the Deposit Agreement unless it shall have been  
executed by the Depositary by the manual or facsimile signature of a duly       
authorized officer or, if a Registrar in respect of the Receipts (other than the
Depositary) shall have been appointed, by the manual signature of a duly        
authorized officer of such Registrar.                                           

Dated:                                                                          

                                                                       President

Countersigned and Registered:                                                   
FIRST CHICAGO TRUST COMPANY OF NEW YORK                                     
Depositary and            
                          Registrar                    Secretary and Treasurer

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[FORM OF REVERSE OF RECEIPT]

 FIRST INDUSTRIAL REALTY TRUST, INC.

   THE SHARES OF STOCK REPRESENTED BY THIS DEPOSITARY RECEIPT 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 Depositary Receipt, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

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

 Additional abbreviations may also be used though not in the above list.

For Value Received, _________________ hereby sells, assigns and transfers unto  

PLEASE INSERT SOCIAL SECURITY OR OTHER                                          
IDENTIFYING NUMBER OF ASSIGNEE                                                  

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

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

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--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
 INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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

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

 Depositary Shares represented by the within
Depositary Receipt, and do hereby irrevocably constitute and appoint            
________________ Attorney to transfer the said Depositary Shares on the books of
the within named Depositary with full power of substitution in the premises.    

Dated                                                                           
--------------------------                                          

                                 (Signed)_________________________________
                                NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
                                MUST CORRESPOND WITH THE NAME AS WRITTEN
                                   UPON THE FACE OF THIS DEPOSITARY RECEIPT IN
                               EVERY PARTICULAR, WITHOUT ALTERATION OR
                           ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED                                                         

By:______________________________________                                       
THE SIGNATURE(S) SHOULD BE GUARANTEED BY                                        
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,                                       
STOCKBROKERS, SAVINGS AND LOAN                                                  
ASSOCIATIONS AND CREDIT UNIONS WITH                                             
MEMBERSHIP IN AN APPROVED SIGNATURE                                             
GUARANTEE MEDALLION PROGRAM), PURSUANT TO                                       
S.E.C. RULE 17Ad-15.                                                            

-2- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		2/4/98		1					8-K
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