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                      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


                              SEPTEMBER 29, 1998
                               (Date of Report)
              Date of earliest event reported: September 28, 1998


                     BRADLEY OPERATING LIMITED PARTNERSHIP
            (Exact name of Registrant as specified in its charter)



                                   DELAWARE
                (State or other jurisdiction of incorporation)


       0-23065                                       04-3306041
(Commission File Number)               (I.R.S. Employer Identification No.)

40 SKOKIE BOULEVARD, SUITE 600
NORTHBROOK, ILLINOIS                                    60062-1626
(Address of principal executive offices)                (Zip Code)


              Registrant's telephone number, including area code:
                                (847) 272-9800
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ITEM 5.   OTHER EVENTS.

     On September 28, 1998, Bradley Operating Limited Partnership, a Delaware
limited partnership (the "Partnership"), commenced a Medium-Term Note Program
(the "Program") which provides that the Partnership may offer and sell from time
to time its Medium-Term Notes due Nine Months or More from Date of Issue in an
aggregate principal amount of up to $150,000,000 (the "MTNs") as described in
the Partnership's Prospectus Supplement dated September 28, 1998 to the
Partnership's Prospectus dated May 14, 1998. The Partnership's Prospectus
Supplement was filed with the Securities Exchange Commission under Rule
424(b)(3) on September 28, 1998. The MTNs will be issued pursuant to the
Partnership's existing shelf registration statement on Form S-3 (Registration
No. 333-51675).

The MTNs will be offered and sold by PaineWebber Incorporated, BT Alex. Brown
Incorporated, First Chicago Capital Markets, Inc., NationsBanc Montgomery
Securities LLC, and Salomon Smith Barney Inc. as Agents for the Partnership (the
"Agents") pursuant to that certain Distribution Agreement among the Partnership,
Bradley Real Estate, Inc. (the "Company") and the Agents dated September 28,
1998. The MTNs will be issued under an Indenture between the Company and U.S.
Bank Trust National Association, as trustee (the "Trustee").

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                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  September 29, 1998     BRADLEY OPERATING LIMITED PARTNERSHIP

                              By: BRADLEY REAL ESTATE, INC.
                                  its General Partner


                                  By: /s/ Thomas P. D'Arcy
                                     -------------------------
                                     Thomas P. D'Arcy
                                     Chairman, President and
                                       Chief Executive Officer

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Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NUMBER    EXHIBIT

     1.1          Distribution Agreement, dated September 28, 1998 among the
                  Partnership, the Company and the Agents, relating to the MTNs.

     4.1          Indenture, dated September 28, 1998, between the Partnership
                  and the Trustee.

     4.2          Supplemental Indenture No. 1, dated as of September 28, 1998,
                  between the Partnership and the Trustee including a form of
                  Floating Rate Medium-Term Note and a form of Fixed Rate
                  Medium-Term Note.

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