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        SECURITIES AND EXCHANGE COMMISSION      Exhibit Index
        Washington, D.C.  20549                 on Pages __ and __

                               FORM 10-K405/A

               Annual Report Pursuant to Section 15(d) of the
                       Securities Exchange Act of 1934

 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---                      ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1996

                       Commission File Number 1-10328

                          BRADLEY REAL ESTATE, INC.
           -----------------------------------------------------
           (Exact name of Registrant as specified in its charter)

                Maryland                               04-6034603
               ----------                             ------------        
        (State of Organization)            (I.R.S. Employer Identification No.)

             40 Skokie Blvd., Northbrook, IL           60062
            ---------------------------------         -------    
         (Address of Principal Executive Offices)     (ZIP Code)

Registrant's telephone number, including area code  (847) 272-9800
                                                   -----------------
         Securities registered pursuant to Section 12(b) of the Act:

     Title of each class     Name of each exchange on which registered
    ---------------------   -------------------------------------------
       Common Stock                  New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  Yes  [X] ,  No    
                                        -----      -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]

Aggregate market value of 21,612,088 shares of Common Stock believed to be held
by non-affiliates of the registrant based upon the $19.50 closing price for
such Shares on March 10, 1997, on the New York Stock Exchange: $421,435,716

Number of Shares outstanding as of March 10, 1997:  21,665,790


DOCUMENTS INCORPORATED BY REFERENCE

Registrant expects to file no later than April 1, 1997, its definitive Proxy
Statement for the 1997 Annual Meeting of Share Owners and hereby incorporates
by reference said Proxy Statement into Part III hereof.

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                                   PART III

Registrant plans to provide information required for ITEMS 10 through 13 in its
definitive Proxy Statement for its 1997 Annual Meeting of Share Owners, which
information is hereby incorporated by reference.

                                   PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this Report:

(1)  and (2)  The Financial Statements and Schedules required by Item 8 are
listed in the Index to Financial Statements and Schedules following the
signatures to this Report.

(3)  The following exhibits (listed according to the exhibit index set forth in
the instructions to Item 601 of Regulation S-K), are a part of this Report.

Exhibit No.   Description                                                Page
-----------   -----------                                                ----

   3.1        Articles of Amendment and Restatement of Bradley           N/A
              Real Estate, Inc., incorporated by reference
              to Exhibit 3.1 of the Company's Current Report on Form
              8-K dated October 17, 1994.

  3.2         Articles of Merger between Bradley Real                    N/A
              Estate Trust and Bradley Real Estate, Inc.,
              incorporated by reference to Exhibit 3.2 of the
              Company's Current Report on Form 8-K dated
              October 17, 1994.
                
  3.3         Articles of Merger between Tucker Properties               N/A
              Corporation and Bradley Real Estate, Inc.
              incorporated by reference to Exhibit 3.3 of the
              Company's Annual Report on Form 10-K dated
              March 25, 1996.

  3.4         By-laws of Bradley Real Estate, Inc.,                      N/A
              incorporated by reference to Exhibit 3.3 of
              the Company's Current Report on Form 8-K dated
              October 17, 1994.

  4.1         Form of stock certificate for shares of                    N/A
              Common Stock of Bradley Real Estate, Inc.,
              incorporated by reference to Exhibit 4.1 of the
              Company's Current Report on Form 8-K dated
              October 17, 1994.

 10.1         Amended and Restated Agreement of Limited                  N/A
              Partnership of Bradley Operating Limited 
              Partnership in the form executed on March 15,
              1996, incorporated by reference to Exhibit 10.1
              of the Company's Current Report on Form 8-K dated
              November 3, 1995.




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 10.2         Revolving Credit Agreement dated as of March 15, 1996       N/A
              by and among the Company, Bradley Operating
              Limited Partnership and The First National Bank of
              Boston, incorporated by reference to Exhibit 10.2 of
              the Company's Annual Report on Form 10-K dated March
              25, 1996.
        

 10.3         Indenture dated as of June 1, 1994 between Tucker           N/A
              Financing Partnership (name changed March 15,
              1996 to Bradley Financing Partnership) and Bankers
              Trust Company of California, N.A. relating to 7.30%
              Mortgage Notes due September 30, 2000, incorporated by
              reference to Exhibit 10.3 of the Company's Annual
              Report on Form 10-K dated March 25, 1996.

 10.4         1993 Stock Option and Incentive Plan, as amended and        51
              restated on September 9, 1996.

 10.5         Superior Performance Incentive Plan, incorporated by       N/A
              reference to Appendix A to the Company's Proxy
              Statement for its 1997 Annual Meeting of Stockholders.

 21.1         Subsidiaries of the Company.                                64

 23.1         Consent of KPMG Peat Marwick LLP (regarding Form S-3        65
              and Form S-8 Registration Statements).
        
 27.1         Financial Data Schedule                                     66



(b)  Report on Form 8-K

The following Forms 8-K were filed during the period October 1, 1996 through
December 31, 1996:

1)   October 1, 1996, reporting in Item 5., change of the Company's address.
        
2)   October 31, 1996, reporting in Item 5., an underwriting agreement dated
     October 29, 1996, relating to a public offering of 2,500,000  shares of
     Common Stock plus up to 375,000 additional such shares to be issued
     pursuant to the over-allotment option provided for in such underwriting
     agreement.



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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized this 19th day of March 1997.

                                        BRADLEY REAL ESTATE, INC.

                                by:    /s/ Thomas P. D'Arcy             
                                      -----------------------------
                                      Thomas P. D'Arcy, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


   /s/ Thomas P. D'Arcy                                           March 19, 1997
---------------------------------------------
Thomas P. D'Arcy, President, CEO and Director

   /s/ Irving E. Lingo, Jr.                                       March 19, 1997
---------------------------------------------
Irving E. Lingo, Jr., Chief Financial Officer and Treasurer

   /s/ Stephen G. Kasnet                                          March 19, 1997
---------------------------------------------
Stephen G. Kasnet, Director

   /s/ W. Nicholas Thorndike                                      March 19, 1997
---------------------------------------------
W. Nicholas Thorndike, Director

   /s/ William L. Brown                                           March 19, 1997
---------------------------------------------
William L. Brown, Director

   /s/ Paul G. Kirk, Jr.                                          March 19, 1997
---------------------------------------------
Paul G. Kirk, Jr., Director

   /s/ Joseph E. Hakim                                            March 19, 1997
---------------------------------------------
Joseph E. Hakim, Director

   /s/ A. Robert Towbin                                           March 19, 1997
---------------------------------------------
A. Robert Towbin, Director



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