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                                                                     Exhibit 4.2




     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE
OF SUCH SUCCESSOR.

                      BRADLEY OPERATING LIMITED PARTNERSHIP

                              8.875% Note Due 2006

                                             Registered No. 001 PRINCIPAL AMOUNT
                                            CUSIP NO. 104573 AE 0--$75,000,000--

     BRADLEY OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership
(herein referred to as the "Partnership" which term includes any successor
entity under the Indenture referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, upon presentation, the principal sum
of SEVENTY FIVE MILLION AND NO/100 DOLLARS on March 15, 2006 (the "Stated
Maturity Date") and to pay interest thereon from March 10, 2000 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on March 15 and September 15 in each year (each, an "Interest
Payment Date"), commencing September 15, 2000, at the rate of 8.875% per annum,
until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the March
1 or September 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date at the office or agency of the Partnership
maintained for such purpose; PROVIDED, HOWEVER, that such interest may be paid,
at the Partnership's option, by mailing a check to such Holder at its registered
address or by transfer of funds to an account maintained by such Holder within
the United States. Any such interest


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not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Holder in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

     The principal of this Security payable on the Stated Maturity Date or the
principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date
is not an Interest Payment Date, interest on this Security payable on the
Redemption Date will be paid against presentation of this Security at the office
or agency of the Partnership maintained for that purpose in Chicago, Illinois in
such coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

     Interest payable on this Security on any Interest Payment Date and on the
Stated Maturity Date or Redemption Date, as the case may be, will include
interest accrued from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including March 10, 2000, if no interest has been paid on this Security) to but
excluding such Interest Payment Date or the Stated Maturity Date or Redemption
Date, as the case may be. If any Interest Payment Date or the Stated Maturity
Date or Redemption Date falls on a day that is not a Business Day, as defined
below, principal, premium or Make-Whole Amount, if any, and/or interest payable
with respect to such Interest Payment Date or Stated Maturity Date or Redemption
Date, as the case may be, will be paid on the next succeeding Business Day with
the same force and effect as if it were paid on the date such payment was due,
and no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date or Stated Maturity Date or Redemption Date, as
the case may be. "Business Day" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in the
City of New York or in the City of Chicago are authorized or required by law,
regulation or executive order to close.

     All payments of principal, premium or Make-Whole Amount, if any, and
interest in respect of this Security will be made by the Partnership in
immediately available funds.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature of one of its authorized signatories, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.




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     IN WITNESS WHEREOF, the Partnership has caused this instrument to be duly
executed under its facsimile seal.

Dated: March 10, 2000

                                    BRADLEY OPERATING LIMITED
                                    PARTNERSHIP

                                    By:      BRADLEY REAL ESTATE, INC., as
                                             general partner


                                             By:  /s/ Irving E. Lingo, Jr.
                                                  ------------------------------
                                                  Name: Irving E. Lingo, Jr.
                                                  Title: Chief Financial Officer



Attest:   /s/ Marianne Dunn
          -------------------------
          Name: Marianne Dunn
          Title: Secretary



TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

Dated: March 10, 2000

                                     LaSALLE BANK NATIONAL ASSOCIATION


                                     By:    /s/ Wayne M. Evans
                                            --------------------------
                   Authorized Signatory





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                              [Reverse of Security]

                      BRADLEY OPERATING LIMITED PARTNERSHIP

     This Security is one of a duly authorized issue of securities of the
Partnership (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of November 24, 1997, as supplemented
by Supplemental Indenture No. 3, dated as of March 10, 2000 (as so supplemented,
herein called the "Indenture") between the Partnership and LaSalle Bank National
Association, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture with respect to the series of which this
Security is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Partnership, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the duly
authorized series of Securities designated on the face hereof (collectively, the
"Securities"), and the aggregate principal amount of the Securities to be issued
under such series is initially limited to $75,000,000 (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
other Securities). All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

     If an Event of Default, as defined in the Indenture, with respect to the
Securities of this series, shall occur and be continuing, the principal of and
the Make-Whole Amount, if any, on the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.

     The Securities are subject to redemption at any time at the option and in
the sole discretion of the Partnership in whole or from time to time in part, at
a redemption price equal to the sum of (i) the principal amount of the Notes
being redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Notes; PROVIDED, HOWEVER, that
installments of interest on this Security whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holder of this Security, or one
or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

     Notice of redemption will be given by mail to Holders of Securities, not
less than 30 nor more than 60 days prior to the Redemption Date, all as provided
in the Indenture.

     In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Partnership and the rights of the Holders of the Securities under the Indenture
at any time by the Partnership and the



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Trustee with the consent of the Holders of not less than a majority of the
aggregate principal amount of all Securities issued under the Indenture at the
time Outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the Outstanding Securities, on behalf of the Holders of all such
Securities, to waive compliance by the Partnership with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority of the aggregate principal amount, in certain
instances, of the Outstanding Securities of any series to waive, on behalf of
all of the Holders of Securities of such series, certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and other Securities issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Partnership, which
is absolute and unconditional, to pay the principal of (and premium or
Make-Whole Amount, if any) and interest on this Security at the times, places
and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Security is registrable in the Security
Register of the Partnership upon surrender of this Security for registration of
transfer at the office or agency of the Partnership in any place where the
principal of (and premium or Make-Whole Amount, if any) and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Partnership and the Security Registrar
duly executed by, the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Security is exchangeable for a like aggregate principal
amount of Securities of different authorized denominations but otherwise having
the same terms and conditions, as requested by the Holder hereof surrendering
the same.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

     No service charge shall be made for any such registration of transfer or
exchange, but the Partnership may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Partnership, the Trustee and any agent of the Partnership or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Partnership, the Trustee nor any such agent shall be affected by notice to the
contrary.



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     No recourse shall be had for the payment of the principal of or premium or
Make-Whole Amount, if any, or the interest on this Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any past, present or
future stockholder, employee, officer or director, as such, of the Partnership
or of any successor, either directly or through the Partnership or any
successor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Partnership has caused "CUSIP" numbers
to be printed on the Securities of this series as a convenience to the Holders
of such Securities. No representation is made as to the correctness or accuracy
of such CUSIP numbers as printed on the Securities, and reliance may be placed
only on the other identification numbers printed hereon.






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                                 ASSIGNMENT FORM

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


(Please Print or Type Name and Address Including Zip Code of Assignee)

the within Security of Bradley Operating Limited Partnership and hereby does
irrevocably constitute and appoint _______________________ Attorney to transfer
said security on the books of the within-named Partnership with full power of
substitution in the premises.


(Please Insert Social Security or Other Identifying Number of Assignee)

Dated:_______________





                               SIGNATURE GUARANTEE

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the LaSalle Bank National Association, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other "signature guarantee program" as may
be determined by the LaSalle Bank National Association in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

     NOTICE: The signature to this assignment must correspond with the name as
it appears on the first page of the within Security in every particular, without
alteration or enlargement of any change whatever.