<PAGE>
 
    
    As filed with the Securities and Exchange Commission on February 3, 1999
     
    
                                            Registration Statement No. 333-69131
     
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           _________________________
    
                                AMENDMENT NO. 1
                                      to     
                                   FORM S-3

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                           _________________________

                           BRADLEY REAL ESTATE, INC.
            (Exact name of Registrant as specified in its charter)
MARYLAND                                                     04-6034603
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)
                        40 SKOKIE BOULEVARD, SUITE 600
                        NORTHBROOK, ILLINOIS 60062-1626
                                (847) 272-9800
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                        _______________________________

                               THOMAS P. D'ARCY
                CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           BRADLEY REAL ESTATE, INC.
                        40 SKOKIE BOULEVARD, SUITE 600
                       NORTHBROOK, ILLINOIS  60062-1626
                                (847) 272-9800
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   copy to:

                             WILLIAM B. KING, P.C.
                         GOODWIN, PROCTER & HOAR  LLP
                                EXCHANGE PLACE
                       BOSTON, MASSACHUSETTS  02109-2881
                                (617) 570-1000
                         _____________________________

Approximate date of commencement of proposed sale to the public:  From time to
time after the effective date of this Registration Statement.

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
    
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]     

    
     

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.

================================================================================
<PAGE>
 
The information in this prospectus is not complete and may be changed. We may 
not sell these securities until the registration statement filed with the 
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these 
securities in any state where the offer or sale is not permitted.


    
                    Subject to Completion February 3, 1999     

PROSPECTUS
----------
                               1,212,630 SHARES

                           BRADLEY REAL ESTATE, INC.

                                 COMMON STOCK
                                 ____________

    
BRADLEY REAL ESTATE, INC.     
    
    We own and operate shopping centers throughout the Midwest, which are
primarily anchored by grocery and drug stores used by members of the surrounding
community for their day-to-day living needs.     
    
    We are the sole general partner of, and conduct substantially all of our
business through Bradley Operating Limited Partnership.     

    
THE OFFERING     
    
Those holders of limited partnership units in Bradley Operating Limited
Partnership specified in this prospectus may receive up to 1,212,630 shares of
Bradley Real Estate's common stock pursuant to this prospectus.     
    
    Bradley Real Estate will only issue these shares if:     
    
 .   any of the specified holders exercise their right to tender their units to
    Bradley Operating Limited Partnership for cash, and     
    
 .   we exercise our right to issue shares of common stock to that holder
    instead of cash.     
    
    Bradley Real Estate will not receive any cash proceeds if it issues shares
of common stock to redeem these limited partner units. Instead, we will acquire
the units tendered by the holder in exchange for any shares we issue.     


    
Our common stock is listed on the New York Stock Exchange and trades under the
                                  symbol BTR.     
                             ____________________
    
    Investing in shares of our common stock involves risk. In considering
whether to redeem limited partnership units in Bradley Operating Limited
Partnership for shares of common stock, you should carefully consider the
matters discussed under "Risk Factors" beginning on page 4 of this prospectus.
     
    
    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. It is illegal for any person to tell
you otherwise.     

                             ____________________
    
               The date of this prospectus is February __, 1999     
<PAGE>
 
                              PROSPECTUS SUMMARY
    
    This summary only highlights the more detailed information appearing
elsewhere in this prospectus or incorporated herein by reference.  As this is a
summary, it may not contain all information that is important to you.  You
should read this entire prospectus carefully before deciding whether to tender
your units of limited partnership interest for redemption.     

    SOME IMPORTANT TERMS
    
    Although Bradley Real Estate, Inc., Bradley Operating Limited Partnership
and their subsidiaries and affiliated partnerships are separate legal entities,
for ease of reference, the terms "we," "us," and "ours" refer to the business
and properties of all of these entities, unless the context indicates otherwise.
Similarly, references to Bradley or Bradley Operating Limited Partnership in
discussions of Bradley's business also refer to Bradley's predecessors,
subsidiaries and affiliated entities, unless the context indicates otherwise.
For ease of reference, we also sometimes refer to a real estate investment trust
in this prospectus by its customary acronym, "REIT."     

                             ____________________
    
     
    
                           BRADLEY REAL ESTATE, INC.      
    
    Bradley is a real estate investment trust with internal property management,
leasing and development capabilities that owns and operates community and
neighborhood shopping centers in the Midwest region of the United States.  Such
centers are typically anchored by grocery and drug stores complemented with
stores providing a wide range of other goods and services to shoppers.  As a
result, the centers are used by members of the surrounding community for their
day-to-day living needs.  Based on its past experience, Bradley believes this
type of shopping center offers strong and predictable daily consumer traffic and
is less susceptible to downturns in the general economy than shopping centers
whose principal tenants are department stores or stores primarily selling
apparel or leisure items.  As of December 31, 1998, Bradley owned 98 properties
in 16 states, aggregating approximately 15.8 million square feet of gross
leasable area.  Title to such properties is held by or for the benefit of
Bradley Operating Limited Partnership.  Bradley conducts substantially all of
its business through Bradley Operating Limited Partnership.  Bradley is the sole
general partner and the owner of approximately 94% of the economic interests in
Bradley Operating Limited Partnership.     
    
    Bradley is incorporated under the laws of the State of Maryland.  Its
offices are located at 40 Skokie Boulevard, Suite 600, Northbrook, Illinois
60062-1626.  Its telephone number is (847) 272-9800.     

                           SECURITIES TO BE OFFERED
    
    This prospectus relates to the issuance of up to 1,212,630 shares of common
stock that Bradley may issue to holders of an aggregate of 1,212,630 units if,
and to the extent that, these holders tender their units for redemption. Bradley
Operating Limited Partnership originally issued these units to Lexington Holding
Company, County Line 31 Company, L.P. and Spring Mall Associates Limited
Partnership and the equity holders of Baken Park Partners Limited Partnership in
exchange for the contribution of their interests in one of four properties to
Bradley Operating Limited Partnership.  In connection with these property
contributions, Bradley entered into registration rights agreements with the
contributors.  Bradley is registering the shares covered by this prospectus in
order to fulfill its contractual obligations under these agreements and provide
the holders of the shares with freely tradeable securities.  Registration of
these shares does not necessarily mean that all or any portion of the shares
will be issued by Bradley.     
    
    Pursuant to the Second Restated Agreement of Limited Partnership of Bradley
Operating Limited Partnership, unitholders may tender their units to Bradley
Operating Limited Partnership for cash equal to the value of an equivalent
number of shares of common stock of Bradley.  The ratio of shares of common
stock to which the units are equated may be adjusted to prevent dilution.  In
lieu of delivering cash, however, Bradley may, at its option, choose to acquire
any units so tendered by issuing shares of     

                                       2
<PAGE>
 
    
common stock in exchange for the units. The shares will be exchanged for units
on a one-for-one basis. This one-for-one exchange rate may be adjusted to
prevent dilution.     
    
    Bradley will not receive any cash proceeds from the issuance of any shares
of common stock offered under this prospectus.  With each such acquisition,
however, Bradley's economic interest in Bradley Operating Limited Partnership
will increase because it will acquire the units tendered by the holder for
redemption.     
    
                             TAX STATUS OF BRADLEY     
    
    Bradley has elected to qualify as a REIT under Sections 856 through 860 of
the Internal Revenue Code in each year since its organization in 1961 and is the
nation's oldest continuously qualified REIT.  As long as it qualifies for
taxation as a REIT, Bradley generally will not be subject to federal income tax
on that portion of its ordinary income and capital gains that is currently
distributed to its stockholders.  Even if we qualify for taxation as a REIT, we
may be subject to state and local taxes on our income and property and to
federal income and excise taxes on our undistributed income.     

                                       3
<PAGE>
 
    
                                 RISK FACTORS     
    
BRADLEY CANNOT GUARANTEE THAT ANY FORWARD LOOKING INFORMATION PRESENTED IN THIS
PROSPECTUS WILL ACTUALLY OCCUR.     
    
    Statements made in this prospectus or in the documents incorporated by
reference into this prospectus include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Also, documents we subsequently file with the
Commission and incorporate by reference into this prospectus will contain
forward-looking statements. These statements include, among other things,
statements regarding the intent, belief or expectations of Bradley and its
directors and officers with respect to:     
    
    .    the declaration or payment of distributions by Bradley;     
    
    .    potential acquisitions or dispositions of properties, assets or other
         public or private companies by Bradley;     
    
    .    the policies of Bradley regarding investments, indebtedness,
         acquisitions, dispositions, financings, conflicts of interest and other
         matters;     
    
    .    Bradley's qualification as a REIT under the Internal Revenue Code;     
    
    .    the retail industry and real estate markets in the Midwest and in
         general;     
    
    .    the availability of debt and equity financing;     
    
    .    interest rates;     
    
    .    general economic conditions; and     
    
    .    trends affecting Bradley's financial condition or results of
         operations.     
    
    We caution you that, while forward-looking statements reflect our good faith
beliefs, they are not guarantees of future performance and involve known and
unknown risks and uncertainties, and that actual results may differ materially
from those in the forward-looking statements as a result of factors outside of
our control.  In addition, we disclaim any obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.     
    
THE EXCHANGE OF UNITS BY A HOLDER MAY HAVE ADVERSE TAX CONSEQUENCES TO THAT
HOLDER.     
    
    A unitholder who redeems units for common stock may have adverse tax
consequences.     
    
    If you redeem or exchange units for cash or shares of stock, you will
recognize gain or loss because the redemption and exchange are considered fully
taxable sales of your units.  You will be treated as realizing for tax purposes
an amount equal to the sum of the cash received or the value of the shares
received in the exchange plus the amount of any Bradley Operating Limited
Partnership liabilities allocable to the exchanged units at the time of the
redemption or exchange.  It is possible that the amount of gain recognized or
even the tax liability resulting from such gain could exceed the amount of cash
or the value of the shares received upon such disposition.  For a more in-depth
explanation of the tax consequences to you of a redemption, you should carefully
consider the section entitled "Description of Units and Redemption of Units--Tax
Consequences of Redemption."  In addition, your ability to sell a substantial
number of shares in order to raise cash to pay tax liabilities associated with
the redemption of your units may be limited as a result of fluctuations in the
market price of our common stock.  The price you receive for such shares may not
equal the value of your units at the time of redemption or exchange.     

                                       4
<PAGE>
 
    
    If we do not exercise our right to acquire units you have tendered for
redemption in exchange for shares of common stock, and such units are redeemed
by Bradley Operating Limited Partnership for cash, then the tax consequences may
differ.  You may wish to consult your own tax advisor to discuss the
consequences prior to redeeming your units.     
    
    If a unitholder redeems units, the original receipt of the units may be
subject to tax.     
    
    Your original receipt of the units may be treated as a taxable sale under
the "disguised sale" rules of the Internal Revenue Code if you redeem your
units, particularly within two years of receiving them. Subject to several
exceptions, the tax law generally provides that a partner's contribution of
property to a partnership and a simultaneous or subsequent transfer of money or
other consideration from the partnership to the partner will be presumed to be a
taxable sale.  In particular, if money or other consideration is transferred by
a partnership to a partner within two years of the partner's contribution of
property, the transactions are presumed to be a taxable sale of the contributed
property unless the facts and circumstances clearly establish that the transfers
are not a sale.  On the other hand, if two years have passed between the
original contribution of property and the transfer of money or other
consideration, the transactions will not be presumed to be a taxable sale unless
the facts and circumstances clearly establish that they should be. Therefore, if
you redeem your units, the Internal Revenue Service may characterize your
initial contribution of property as a taxable sale, depending on the timing and
other facts and circumstances surrounding your redemption.  The two year
threshold, which will determine whether your initial contribution is presumed to
be a taxable sale or not, will differ depending on when you received your units.
     

<TABLE>   
<CAPTION>
        Contributed Property                 Two Year Anniversary
        --------------------                 --------------------
        <S>                                  <C> 
        Roseville Center                     January 1, 1999
        County Line Mall                     July 31, 1999    
        Spring Mall                          December 23, 1999
        Baken Park                           December 31, 1999 
</TABLE>     
    
Please keep in mind that determinations under these tax rules depend
significantly on the specific facts surrounding your redemption and your own
personal tax situation.  You should consult your own tax advisor regarding your
personal situation prior to tendering units for redemption.     
   
     
    
     
    
     
    
     
    
     
    
     
    
FAILURES IN ACHIEVING OUR OBJECTIVES FOR GROWTH COULD ADVERSELY AFFECT OUR
OPERATING RESULTS AND FINANCIAL CONDITION.     
    
    We have grown aggressively over the past few years and continue to
experience growth.  The failure to achieve our objectives in this growth could
have a material adverse effect on our operating results and financial condition.
During 1997, we acquired 25 shopping centers aggregating over 3.1 million square
feet of gross leasable area for an aggregate acquisition price of approximately
$189.3 million.  On August 6, 1998, we completed the merger acquisition of Mid-
America Realty Investments, Inc., a real estate investment trust owning
interests in 25 properties aggregating approximately 3.3 million square feet
primarily located in the Midwest region of the United States.  In addition to
property interests acquired in connection with the merger acquisition of Mid-
America Realty Investments, from January 1, 1998 through December 31, 1998, we
acquired 22 properties and two outlots adjacent to one of our existing
properties, aggregating 3.0 million square feet of gross leasable area for an
aggregate acquisition price of approximately $202.8 million.     
    
    Our objectives in pursuing growth through property acquisitions 
include:     
    
    .    achieving economies of scale for property operations through the
         management of several properties from a strategically located
         management office;     

                                       5
<PAGE>
 
    
    .   bulk purchasing insurance and contracted services in order to reduce the
        level of property expenses overall;     
    
    .   maximizing the benefits from our relationships with tenants who have
        stores located throughout the Midwest;     
    
    .   reducing general and administrative expenses by eliminating duplicate
        corporate level expenses in the case of growing the portfolio through
        corporate merger acquisitions; and     
    
    .   lowering our overall cost of equity and debt capital, enabling us to
        acquire additional properties on more favorable terms.     
    
    As an important part of our business strategy, we continually look to
acquire additional shopping centers and portfolios of shopping centers.
Notwithstanding our adherence to our criteria for evaluation and due diligence
regarding potential acquisitions, we cannot guarantee that any acquisition that
is consummated will meet our expectations.  We target shopping centers and
portfolios which we believe we might be able to purchase at attractive initial
yields and/or which demonstrate the potential for revenue and cash flow growth
through implementation of renovation, expansion, re-tenanting and re-leasing
programs similar to those that we have undertaken at some of our existing
properties.  In executing our growth strategy, we may fail to achieve our
objectives with respect to any one property or with respect to our portfolio as
a whole.  For example, the actual cost savings from an acquisition may not match
the level estimated at the time of acquisition, the overall cost of equity and
debt capital may not be reduced to expected levels, or the benefits of reducing
the cost of capital may be offset by an increase in prices of real estate due to
changing market conditions.  Even after careful evaluation, we risk that our
investment will fail to generate expected returns or that our desired
improvement programs will cost more than expected.  In addition, we cannot
guarantee that we will ultimately make any potential acquisition that we may
evaluate.  The evaluation process involves non-recoverable costs in the case of
acquisitions which are not consummated.     
    
    Although to date, we have largely been able to achieve our overall
objectives in growing through acquisitions, we cannot guarantee that we will be
able to continue to do so.  The consistent failure to achieve our objectives
could have a material adverse effect on our operating results and financial
condition, and could adversely affect any plans for future growth.  Although
these non-recoverable costs have historically been at or below 0.1% of the total
costs of acquisitions that were consummated, Bradley cannot guarantee that it
will be able to maintain that level in the future.     
    
OUR USE OF THIRD PARTY INDEBTEDNESS EXPOSES US TO THE RISKS THAT MAY ADVERSELY
AFFECT THE AMOUNT OF CASH WE HAVE AVAILABLE FOR DISTRIBUTION TO OUR
STOCKHOLDERS.     
    
    We could become too highly leveraged because our organizational documents
contain no limitation on debt and thereby may adversely affect our ability to
make expected distribution to stockholders.     
    
    Our organizational documents do not limit the amount of indebtedness that we
or Bradley Operating Limited Partnership may incur.  Although we attempt to
maintain a balance between total outstanding indebtedness and the value of our
portfolio, we could alter this balance at any time.  We try to maintain a ratio
of 50% or less of debt and preferred stock to net operating income divided by
10.25%.  If we become more highly leveraged, then the resulting increase in debt
service could adversely affect our ability to make payments on our outstanding
indebtedness and expected distributions to our stockholders.  If we default on
our obligations under any outstanding indebtedness, we could lose our interest
in any properties that secure that indebtedness.     
    
    Because part of our borrowings have floating rates, a general increase in
interest rates will adversely affect our net income and cash available for
distribution to stockholders.     

                                       6
<PAGE>
 
    
    Our revolving credit facility carries a floating interest rate that will
rise if market interest rates rise. In that event, we will need to use more of
our revenue to pay the interest on our indebtedness.  Any such increase in debt
service requirements would leave us with less cash available for distribution to
our stockholders.     
    
    An adverse market reaction to increased indebtedness could restrict our
ability to raise capital for future growth.     

    The foregoing risks associated with our debt obligations may also adversely
affect the market price of our common stock.  A decrease in the market price of
our common stock may inhibit our ability to raise capital and issue equity in
both the public and private markets and thereby adversely affect any plans for
future growth.
    
THE FACTORS AFFECTING REAL ESTATE INVESTMENTS AND OUR ABILITY TO MANAGE THESE
INVESTMENTS MAY ADVERSELY AFFECT AN INVESTMENT IN OUR COMMON STOCK.     
    
    As a real estate company, Bradley's ability to generate revenues is
significantly affected by the risks of owning real property investments.     
    
    Bradley derives substantially all of its revenue from investments in real
property.  Real property investments are subject to varying types and degrees of
risk that may adversely affect the value of our assets and our ability to
generate revenues.  The factors that may adversely affect our revenues, net
income and cash available for distributions to stockholders include the
following:     
    
     
    
    .    local conditions, such as an oversupply of space or a reduction in
         demand for real estate in an area;     
             
     

    .    competition from other available space;
         
    .    the ability of the owner to provide adequate maintenance;
         
    .    insurance and variable operating costs;
         
    .    government regulations;
         
    .    changes in interest rate levels;

    .    the availability of financing; and

    .    potential liability due to changes in environmental and other laws;
    
    .   changes in the general economic climate.     
    
    The illiquidity of real estate as an investment limits our ability to sell
properties quickly in response to market conditions.     
    
    Real estate investments are relatively illiquid and therefore cannot be
purchased or sold rapidly in response to changes in economic or other
conditions.  In addition, the Internal Revenue Code limits our ability as a REIT
to make sales of properties held for fewer than four years, which may affect our
ability to sell properties in response to market conditions without adversely
affecting returns to stockholders.     

                                       7
<PAGE>
 
    
    Our strategic focus on Midwest retail properties means that economic trends
in the Midwest and/or the retail industry may specifically affect our cash
available for distribution to stockholders.     

    Substantially all of our properties are located in the Midwestern region of
the United States.  Adverse economic developments in this area could adversely
impact the operations of our properties and therefore our profitability.  The
concentration of properties in one region may expose us to risks of adverse
economic developments which are greater than if our portfolio were more
geographically diverse.

    Our properties consist predominantly of community and neighborhood shopping
centers catering to retail tenants.  Our performance therefore is linked to
economic conditions in the market for retail space generally.  The market for
retail space has been or could be adversely affected by:
    
    .   ongoing consolidation among retailing companies;     
    
    .   weak financial condition of large major retailers;     
    
    .   excess amount of retail space in some markets; and     

    .   increasing consumer purchases through catalogues or the internet.
    
To the extent that these conditions impact the market rents for retail space, we
could experience a reduction of revenues, net income and cash available for
distribution.     
    
    In addition, the value of our common stock may be negatively impacted to the
extent that the investing public has a negative perception of the retail sector.
As a result, our common stock may trade at a discount below the underlying value
of our assets as a whole.     
    
    Tenants in or facing bankruptcy may not make timely rental payments.     
    
    Our revenues, net income and cash available for distribution would be
adversely affected if a significant number of our tenants were unable to meet
their obligations to us.  A tenant may experience a downturn in its business
which may weaken its financial condition and result in a reduction or failure to
make rental payments when due.  If a lessee or sublessee defaults in its
obligations to us, then we may experience delays in being able to enforce our
right as lessor or sublessor.  In addition, we may incur substantial costs and
experience significant delays associated with protecting our investment,
including costs incurred in renovating and releasing the property.  During 1998,
store closings by two major tenants in bankruptcy, Montgomery Ward and Home
Place, adversely affected revenues, net income and cash available for
distribution.     
    
    Vacancies and lease renewals may also reduce revenues, net income and our
cash available for distribution.     
    
    We continually have tenant leases expiring at our properties.  Some lease
expirations provide us with the opportunity to increase rentals or to hold the
space available for a stronger long-term tenancy.  In other cases, the space may
not generate strong demand for tenancy.  As a result, the space may remain
vacant for a longer period than anticipated or we may be able to be re-leased
only at less favorable rents.  In such situations, we may be subject to
competitive and economic conditions over which we have no control. Although we
anticipate a level of vacancies consistent with our past experience, we can give
no assurance that the effects of possible vacancies or lease renewals at our
properties will not reduce our revenues, net income and cash available for
distribution.     
    
    In addition, vacancies relating to anchor tenant space are frequently more
difficult to re-lease and can have an adverse effect on the other stores in a
shopping center.  For example, Montgomery Wards vacated its store at one of
Bradley's shopping centers in early 1998 after it declared bankruptcy.  As of
the date of      

                                       8
<PAGE>
 
    
this prospectus, Bradley has re-leased approximately one-half of the space
previously occupied by Montgomery Wards with the expectation of incurring
significant expenditures for store improvements for the new tenant.     
    
    If we develop new properties or acquire newly developed properties, our
ability to generate revenues will be affected by further risks.     
    
    To the extent that we enter into agreements to acquire newly developed
shopping centers when they are completed, or acquire newly developed shopping
centers, we will be subject to risks inherent in acquiring newly constructed
centers, which could carry a higher level of risk than the acquisition of
existing properties with a proven performance record.  The most significant
risks include:     

    .    the risk that funds will be expended and management time will be
         devoted to projects which may not come to fruition;
        
    .    the risk that occupancy rates and rents at a completed project will be
         less than anticipated; and
        
    .    the risk that expenses at a completed development will be higher than
         anticipated.
    
    These risks may adversely affect our revenues, net income and cash available
for distribution to stockholders.     
    
    Possible environmental liabilities at our properties and related costs of
remediation may reduce cash available for distribution or reduce value of that
property.     
    
    Under federal, state and local laws, ordinances and regulations, current or
former owners of real estate are liable for the costs of removal or remediation
of hazardous or toxic substances on or in such property.  Such laws often impose
liability without regard to whether the owner knew of, or was responsible for,
the presence of such hazardous or toxic substances.  The presence of such
substances on any of our properties, or the failure to properly remediate such
substances, may adversely affect our ability to sell or rent such property or to
use such property as collateral in our borrowings.  All of our properties have
been subjected to Phase I or similar environmental audits by independent
environmental consultants.  Such environmental tests involve inspection without
soil sampling or ground water analysis.  We are not aware of any environmental
liability with respect to our properties that we believe would have a material
adverse effect on our business, assets or results of operations taken as a
whole.  We have no assurance, however, that existing environmental studies with
respect to our properties revealed all environmental liabilities or that a prior
owner of any such property did not create any material environmental condition
not known to us.     
    
     
    
    Limitations in our insurance could possibly have adverse consequences on the
amount of our cash available for distribution to our stockholders.     
    
    It is possible that we may experience losses which exceed the limits of our
insurance coverage or for which we may be uninsured.  We carry comprehensive
general liability coverage and umbrella liability coverage on all of our
properties.  Our insurance has limits of liability which we believe are
customary for similar properties and adequate to insure against liability claims
and provide for cost of defense.  Similarly, we are insured against the risk of
direct physical damage in amounts we estimate to be adequate to reimburse us on
a replacement basis for costs incurred to repair or rebuild each property,
including loss of rental income during the reconstruction period.  Currently, we
also insure the properties for loss caused by earthquake or flood in the
aggregate amount of $10 million per occurrence.  Because of the high cost of
this type of insurance coverage and the wide fluctuations in price and
availability, we determined that the risk of loss due to earthquake and flood
does not justify the cost to increase coverage limits any further under current
market conditions.     
    
     
    
     
    
     
    
     
    
     

                                       9
<PAGE>
 
    
YEAR 2000 ISSUES MAY RESULT IN A DISRUPTION OF BRADLEY OPERATIONS AND THE
ABILITY OF BRADLEY'S TENANTS AND SUPPLIERS TO MEET THEIR OBLIGATIONS.     
    
    Many existing computer software programs and operating systems were designed
such that the year 1999 is the maximum date that they will be able to process
accurately.  This issue does not just affect software programs, but also affects
operating systems which contain embedded technology including those designed to
protect life and property.  These operating systems include heating,
ventilation, air-conditioning, fire alarms, security, telephones and other
equipment.  The failure of our computer software programs and operating systems
to process the change in calendar year from 1999 to 2000 may result in system
malfunctions or failures.  Such an occurrence may affect our ability to
effectively manage and operate our properties.  As a result of a failure of the
software or operations systems, we may suffer a disruption in our ability to
provide services we are contractually required to provide to our tenants which
may result in withholding of rents or suits for damages incurred by the 
tenants.     
    
    In the conduct of our own operations, we rely upon commercial computer
software primarily provided by independent software vendors, and have undertaken
an assessment of our vulnerability to the Year 2000 issue with respect to our
computer systems.  After an analysis of our potential exposure, we believe that
such commercial software is substantially Year 2000 compliant and that such
independent vendors will be able to complete any additional work to ensure Year
2000 compliance in a timely manner and without any material impact on our
business, operations or financial condition.      
    
    Similarly, we evaluated the potential malfunction or failure of our
operating systems and believe them to be substantially Year 2000 compliant and
that any additional work to ensure Year 2000 compliance will be completed in a
timely manner and without any material impact on our business.  We can, however,
give no assurance that any material impact on us as a result of any
noncompliance will not occur.  Our assessment is based upon formal and informal
communications with the software vendors, literature supplied with the software,
literature supplied in connection with maintenance contracts, and test
evaluations of the software.  Although we believe that we will be able to adopt
appropriate contingency plans to deal with our own Year 2000 compliance issues
that we experience as we continue our Year 2000 assessment and testing, we can
not be certain at this time that our contingency plans will be effective in
preventing a material impact on Bradley.     
    
    The failure of our tenants' or suppliers' computer software programs and
operating systems to process the change in calendar year from 1999 to 2000 may
also result in system malfunctions or failures. Such an occurrence would
potentially affect the ability of the affected tenant or supplier to operate its
business and thereby raise adequate revenue to meet its contractual obligations
to us.  As a result of such a software or operations systems failure among its
tenants or suppliers, we may not receive revenue or services we had otherwise
expected to receive pursuant to existing leases and contracts.  We have
completed an inventory of the tenants, suppliers, and other parties with whom we
do a significant amount of business, and are in the process of surveying such
parties to identify the potential exposure in the event they are not Year 2000
compliant in a timely manner.  We expect to have responses from such parties by
May 1999. However, at this time, we are not aware of any party that is
anticipating a material Year 2000 compliance issue.  Although our investigations
and assessments of possible Year 2000 issues are still in a preliminary stage,
we do not anticipate a material impact on our business.     
    
    In the event that any such tenant, supplier or other party does experience a
Year 2000 compliance issue, it may have a material impact on our business,
operations or financial condition.  It is possible that an aggregation of
tenants, suppliers and other parties who experience Year 2000 related system
malfunctions or failures may have a material impact on our business, operations
and financial condition.  Although we believe that we will be able to adopt
appropriate contingency plans to deal with any Year 2000 compliance issues that
any other party, excluding public utilities, with whom we have significant
relationships may experience as we continue our Year 2000 assessment and
testing, we can not be certain at this time that our contingency plans will be
effective in limiting the harm caused by such third parties' system malfunctions
and failures.     

                                       10
<PAGE>
 
    
     The reasonably likely worst case scenario that could affect our operations
would be a widespread prolonged power failure affecting a substantial portion of
the Midwestern states in which our shopping centers are located. In the event of
such a widespread prolonged power failure, a significant number of tenants may
not be able to operate their stores and, as a result, their ability to pay rent
could be substantially impaired. We are not aware of an economically feasible
contingency plan which we could implement to prevent such a power failure from
having a material adverse effect on our operations.    

    
THERE ARE PROVISIONS IN OUR CHARTER AND BYLAWS THAT MAY DISCOURAGE ACQUISITION
PROPOSALS.     

    
     Some provisions contained in our charter and bylaws may discourage third
parties from making proposals to acquire us, even if some of our stockholders
might consider the proposal to be in their best interest. These provisions
include the following:    

     .    Our charter provides for three classes of Directors with the term of
          office of one class expiring each year, commonly referred to as a
          "staggered board." By preventing stockholders from voting on the
          election of more than one class of directors at any annual meeting of
          stockholders, this provision may have the effect of keeping the
          current members of our Board of Directors in control for a longer
          period of time than stockholders may desire.

     .    Our bylaws provide that the holders of not less than 25% of the
          outstanding shares of common stock may call a special meeting of our
          stockholders. This provision could make it more difficult for a
          stockholder to call a meeting for the purposes of approving a change
          of control without the support of the Board of Directors.

    
     .    Our charter authorizes the Board of Directors to issue up to 20
          million shares of preferred stock without stockholder approval and to
          reclassify any unissued shares of stock as a different class or series
          in the Board of Directors' discretion. Our Board of Directors' ability
          to issue preferred stock without stockholder approval, and to
          establish the preferences and rights of any class or series issued,
          could allow the Board of Directors to issue one or more classes or
          series of preferred stock that would discourage or delay a tender
          offer or change in control.     

     .    Our charter generally limits any holder from acquiring more than 9.8%
          of the value or number of our outstanding common stock. While this
          provision is intended to assure our ability to remain a qualified REIT
          for income tax purposes, the ownership limits may also limit the
          opportunity for stockholders to receive a premium for their shares of
          common stock that might otherwise exist if an investor were attempting
          to assemble a block of shares in excess of 9.8% of the outstanding
          shares of common stock or otherwise effect a change in control.

    
WE WOULD EXPERIENCE ADVERSE TAX CONSEQUENCE IF WE FAILED TO QUALIFY AS A 
REIT.     

    
     We believe, but cannot guarantee, that we qualify as a REIT.     

    
     We believe that we have operated in a manner that permits us to qualify as
a REIT under the Internal Revenue Code for each taxable year since our formation
in 1961. Qualification as a REIT, however, involves the application of highly
technical and complex Internal Revenue Code provisions for which there are only
limited judicial or administrative interpretations. In addition, REIT
qualification involves the determination of factual matters and circumstances
not entirely within our control. For example, in order to qualify as a REIT, we
must derive at least 95% of our gross income in any year from qualifying sources
and we must distribute annually to stockholders 95% of our REIT taxable income,
excluding net capital gains. As a result, although we believe that we are
organized and operating in a manner that permits us to remain qualified as a
REIT, we cannot guarantee that we will be able to continue to operate in such a
manner. In addition, if we are ever audited by the Internal Revenue Service with
respect to any past year, the IRS may challenge our qualification as a REIT for
such year.     

                                       11
<PAGE>
 
     Similarly, no assurance can be given that new legislation, new regulations,
administrative interpretations or court decisions will not change the tax laws
with respect to qualification as a REIT or the federal income tax consequences
of such qualification. We are not aware, however, of any currently pending tax
legislation that would adversely affect our ability to continue to operate as a
REIT.

    
     Our failure to qualify as a REIT would have serious adverse
consequences.    

    
     If we fail to qualify as a REIT, we will be subject to federal income tax,
including any applicable alternative minimum tax, on our taxable income at
regular corporate rates. This additional tax could significantly reduce, or
possibly eliminate, the amount of cash we have available for investment or
distribution to stockholders because of the additional tax liability for the
year or years involved. In addition, we will also be disqualified from treatment
as a REIT for the next four taxable years, unless we are entitled to relief
under statutory provisions.     

    
     If we do not qualify as a REIT, we will no longer be required to make
annual distributions to stockholders. To the extent that we made distributions
to stockholders in anticipation of our qualifying as a REIT, we may be required
to borrow funds or to liquidate some of our investments to pay the applicable
tax. Our failure to qualify as a REIT would also constitute a default under our
primary debt obligations and could significantly reduce the market value of our
common stock.     

    
     We may need to borrow money to qualify as a REIT.     

    
     Our ability to make distributions to stockholders could be adversely
affected by increased debt service obligations if we need to borrow money in
order to maintain our REIT qualification. For example, differences in timing
between when we receive income and when we have to pay expenses could require us
to borrow money to meet the requirement that we distribute to our stockholders
at least 95% of our net taxable income each year excluding net capital gains.
The incurrence of large expenses also could cause us to need to borrow money to
meet this requirement. We might need to borrow money for these purposes even if
we believe that market conditions are not favorable for such borrowings and
therefore we may borrow money on unfavorable terms.     

    
     We are subject to some taxes even if we qualify as a REIT.     

    
     Even if we qualify as a REIT, we are subject to some federal, state and
local taxes on our income and property. For example, we pay tax on certain
income we do not distribute. Also, our income derived from properties located in
some states are subject to local taxes and, if we were to enter into
transactions which the Internal Revenue Code labels as prohibited transactions,
our net income from such transactions would be subject to a 100% tax.     

                                       12
<PAGE>
 
    
                             AVAILABLE INFORMATION     

    
     We file annual, quarterly and special reports, proxy statements and other
information electronically with the SEC. You may read and copy any of the
reports, statements or other information that we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., in Washington, D.C. Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
Our SEC filings are also available from the New York Stock Exchange, 20 Broad
Street, New York, NY 10005 and from the Internet site maintained by the SEC at
http://www.sec.gov.     


    
                    INCORPORATION OF DOCUMENTS BY REFERENCE     

    
     This prospectus is part of a registration statement on Form S-3, number 
333-69131 that we have filed with the SEC to register the shares offered in this
prospectus. It does not repeat important information that you can find in our
registration statement or in the reports and other documents that we file with
the SEC. Bradley's SEC file number is 001-10328. The SEC allows us to
"incorporate by reference" the information we file with them. This means that we
can disclose important information to you by referring you to other documents
that are legally considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supersede the
information in this prospectus and the documents listed below.     

    
     We incorporate by reference the documents listed below, and any future
filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all the shares of common stock
offered in this prospectus:     

    
     .    Bradley's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;     

    
     .    Bradley's Quarterly Reports on Form 10-Q for the quarters ended March
          31, 1998, June 30, 1998 and September 30, 1998;     

    
     .    Bradley's Proxy Statement dated March 31, 1998 with respect to its
          Annual Meeting of Stockholders on May 14, 1998;     

    
     .    Bradley's current reports on Form 8-K filed on January 28, 1998,
          February 20, 1998, June 2, 1998, June 17, 1998, June 24, 1998, August
          7, 1998, September 24, 1998, September 29, 1998 and December 16, 1998;
          and     

    
     .    the description of Bradley's common stock contained or incorporated by
          reference in Bradley's Registration Statement on Form 8-A, filed
          August 8, 1994, including any amendments thereto.     

    
     In addition, we incorporate by reference into this prospectus all of our
filings under the Securities Exchange Act of 1934 that are made after the date
this registration statement was initially filed and prior to its effectiveness.
You may request a copy of these documents incorporated by reference, but not the
exhibits filed with these documents unless those exhibits are specifically
referred to, at no cost by writing or telephoning us at the following address:
attention: Ms. Marianne Dunn, Senior Vice President, Bradley Real Estate, Inc.,
40 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062-1626, telephone (847)
272-9800.     

                                       13
<PAGE>
 
    
                           BRADLEY REAL ESTATE, INC.     

    
     Bradley is a real estate investment trust with internal property
management, leasing and development capabilities that owns and operates
community and neighborhood shopping centers in the Midwest region of the United
States. Bradley favors community and neighborhood shopping centers because such
properties are typically anchored by grocery and drug stores complemented with
stores providing a wide range of other goods and services to shoppers. As a
result, the centers are used by the members of the surrounding community for
their day-to-day living needs. Based on its past experience, Bradley believes
this type of shopping center offers strong and predictable daily consumer
traffic and is less susceptible to downturns in the general economy than
shopping centers whose principal tenants are department stores or stores
primarily selling apparel or leisure items. As of December 31, 1998, Bradley
owned 98 properties in 16 states, aggregating approximately 15.8 million square
feet of gross leasable area. Title to such properties is held by or for the
benefit of Bradley Operating Limited Partnership.     

    
     Bradley conducts substantially all of its business through Bradley
Operating Limited Partnership. Bradley is the sole general partner and the owner
of approximately 94% of the economic interests in Bradley Operating Limited
Partnership.     

    
     Bradley owns and operates and seeks to acquire grocery-anchored, open-air
community and neighborhood shopping centers in the Midwest, generally consisting
of the states of Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota,
Missouri, Nebraska, North Dakota, Ohio, South Dakota, Tennessee and Wisconsin.
Bradley currently owns properties in thirteen states in this region. Through
past experience as well as current research, Bradley believes that this region
is economically strong and diverse and provides a favorable environment for the
acquisition, ownership and operation of retail properties. Bradley evaluates
prospective acquisitions in Midwest markets which, based upon its research,
demonstrate opportunities for favorable investment returns and long-term cash
flow growth.     

    
     As part of its ongoing business, Bradley regularly evaluates, and engages
in discussions with public and private entities regarding possible portfolio or
asset acquisitions or business combinations. During 1997, we acquired 25
shopping centers aggregating over 3.1 million square feet of gross leasable area
for an aggregate acquisition price of approximately $189.3 million. On August 6,
1998, we completed the merger acquisition of Mid-America Realty Investments,
Inc., a real estate investment trust owning interests in 25 properties
aggregating approximately 3.3 million square feet primarily located in the
Midwest region of the United States. In addition to the Mid-America Realty
Investments properties, during 1998 we acquired 22 properties and two outlots
adjacent to one of our existing properties, aggregating 3.0 million square feet
of gross leasable area for an aggregate acquisition price of approximately
$202.8 million. In evaluating potential acquisitions, Bradley focuses
principally on community and neighborhood shopping centers in its Midwest target
market that are anchored by strong national, regional and independent grocery
store chains. Bradley seeks to create an income stream diversity across its
Midwest markets in order to insulate it from economic trends affecting any
particular market.     

    
     

                  DESCRIPTION OF SECURITIES TO BE REGISTERED

    
     The description of Bradley's capital stock set forth below does not purport
to be complete and is qualified in its entirety by reference to Bradley's
charter and bylaws, each as amended and restated, copies of which are exhibits
to the registration statement of which this prospectus is a part.     

GENERAL

    
     Under its charter, Bradley has authority to issue up to 150 million shares
of stock, consisting of 80 million shares of common stock, 20 million shares of
preferred stock and 50 million shares of excess stock. Under Maryland law,
stockholders generally are not responsible for a corporation's debts or
obligations. As of the date of this prospectus, Bradley has approximately 24.0
million shares of common stock issued      

                                       14
<PAGE>
 
    
and outstanding and approximately 3.5 million shares of 8.4% Series A
Convertible Preferred Stock issued and outstanding. In addition, Bradley
Operating Limited Partnership has approximately 1.4 million units outstanding
other than those held directly by Bradley. If tendered to Bradley Operating
Limited Partnership for redemption, such units may be exchanged for shares of
common stock on a one-for-one basis at the option of Bradley. Such one-to-one
ratio may be adjusted to prevent dilution if Bradley conducts a stock split or
other similar change to its capital structure.    

    
COMMON STOCK     

    
     Relationship with Excess Stock. In order to protect Bradley from losing its
qualification as a REIT Bradley's charter generally restricts the ability of any
stockholder to own or acquire in excess of 9.8% of the outstanding value or
number of common stock. Any ownership of common stock in excess of this limit
automatically converts into excess stock. If a stockholder attempts to transfer
common stock in a transaction that would violate these restrictions, the common
stock automatically converts into a separate class of stock known as excess
stock. Shares of excess stock do not have the same rights as shares of common
stock. When reading the following description of Bradley's common stock, you
should keep in mind that the description may no longer apply to shares which may
ever be converted into excess stock. Throughout the following description of
common stock, we have indicated specific rights that you will no longer have if
your shares are converted into excess stock. We recommend that you carefully
read the section entitled "--Excess Stock," which provides a detailed
description of the material terms of excess stock and of the terms of Bradley's
charter that are designed to preserve Bradley's REIT qualification.     

    
     Distribution Rights.  As a holder of common stock, you will be entitled to
receive distributions on your shares if, as and when Bradley's Board of
Directors authorizes and declares such distributions, subject to the provisions
of Bradley's charter regarding excess stock. Your right to receive
distributions, however, will be subordinated to the rights of holders of Series
A Convertible Preferred Stock and the holders of any other series of preferred
stock issued in the future. Please read the section entitled "--Series A
Convertible Preferred Stock" for a description of the rights of holders of
Series A Convertible Preferred Stock and of any other preferred stock that
Bradley may issue.     

    
     Under Maryland law, Bradley is restricted in its ability to pay dividends
or make other distributions if such dividend or other distribution would result
in Bradley's total liabilities exceeding its total assets. When evaluating
whether a dividend or other distribution may be paid in accordance with this
rule, the aggregate amount of the liquidation preference of the Series A
Convertible Preferred Stock will not be included in Bradley's total liabilities
unless Bradley has entered into a voluntary or involuntary liquidation.     

    
     Liquidation/Dissolution Rights.  In a liquidation or dissolution of
Bradley, each share of common stock entitles its holder to share in any assets
that remain after Bradley pays its liabilities and any preferential
distributions owed to the holders of Series A Convertible Preferred Stock and
any other series of preferred stock issued in the future. Such holder's share of
the assets shall be proportional to the number of shares of common stock which
are owned by the holder to all common stock outstanding.     

    
     Voting Rights.  Subject to the provisions of Bradley's charter regarding
excess stock, each outstanding share of common stock entitles the holder to one
vote on all matters submitted to a vote of stockholders, including the election
of directors. Except as otherwise required by law or except as provided with
respect to any other class or series of preferred stock issued in the future,
the holders of common stock and the holders of Series A Convertible Preferred
Stock will possess exclusive voting power. The holders of Series A Convertible
Preferred Stock have the right to vote on all matters submitted to a vote of the
holders of common stock on what is commonly referred to as an "as-converted
basis," meaning that each share of Series A Convertible Preferred Stock is
entitled to cast the number of votes it would be entitled to cast if it had been
converted to shares of common stock on the record date. Therefore, as of the
date of this prospectus, holders of Series A Convertible Preferred Stock are
entitled to cast 1.0208 votes for each share they own.     

                                       15
<PAGE>
 
    
     There is no cumulative voting in the election of directors, which means
that the holders of a majority of the votes cast for directors can, subject to
the rights of holders of preferred stock, elect all of the directors then
standing for election, and the holders of the remaining shares of voting stock
will not be able to elect any directors. Bradley has a "staggered" Board of
Directors, which means that approximately one-third of the Directors stand for
re-election each year instead of the entire Board.     

    
     Other Terms.  Subject to the provisions of Bradley's charter regarding
excess stock, all shares of common stock have equal dividend, distribution,
liquidation and other rights, which rights may, however, be subject to
preferential rights of shares of preferred stock. Holders of shares of common
stock have no preference, conversion, sinking fund, redemption or exchange
rights or preemptive rights. A conversion feature is one where a stockholder has
the option to convert his shares to a different security, such as debt or
preferred stock. A sinking fund or redemption right is one where a stockholder
will have the right to redeem his shares for cash or other securities at some
point in the future. Sometimes a redemption right is paired with an obligation
of the company to create an account into which the company must deposit money to
fund redemption. Preemptive rights are rights granted to stockholders to
subscribe for a percentage of any other securities we offer in the future based
on the percentage of shares owned.     

    
     Information.  Bradley furnishes its stockholders with annual reports
containing audited consolidated financial statements and an opinion thereon
expressed by an independent public accounting firm and quarterly reports for the
first three quarters of each fiscal year containing unaudited financial
information.     

    
     Extraordinary Transactions.  Pursuant to Maryland law and Bradley's
charter, Bradley generally cannot dissolve, amend its charter, merge, sell all
or substantially all of its assets, engage in a share exchange or engage in
similar transactions outside the ordinary course of business unless approved by
the affirmative vote of holders of shares entitled to cast a majority of all the
votes entitled to be cast. In addition, the business combination statute and the
control share acquisition statute under Maryland law could also significantly
affect the rights and obligations of holders of common stock in connection with
an extraordinary transaction. For your reference, these statutes are described
in the section entitled "--Certain Provisions of Maryland Law" below.     

    
SERIES A CONVERTIBLE PREFERRED STOCK     

    
     In connection with Bradley's acquisition of Mid-America Realty Investments,
Inc. in August 1998, Bradley issued 3,480,210 shares of Series A Convertible
Preferred Stock to the former stockholders of that company. The Series A
Convertible Preferred Stock is the only series of preferred stock of Bradley
that is outstanding as of the date of this prospectus. The Series A Convertible
Preferred Stock ranks senior to the common stock with respect to dividend rights
and distributions upon liquidation, dissolution and winding up of Bradley. The
Series A Convertible Preferred Stock votes with the common stock on an as-
converted basis. The following are the principal terms of the Series A Preferred
Stock:     

     Dividends                Cumulative fixed dividend of $0.525 per share
                              payable quarterly.

     Liquidation Preference   $25.00 per share plus an amount equal to
                              accumulated, accrued but unpaid dividends.

    
     Conversion Rights        The Series A Convertible Preferred Stock is
                              convertible into common stock at a conversion
                              price of $24.49 per share of common stock. Such
                              conversion price is equal to 1.0208 shares of
                              common stock for each share of Series A
                              Convertible Preferred Stock. This conversion price
                              and conversion ratio is subject to adjustment to
                              prevent dilution.     

    
     Redemption               After August 6, 2003, Bradley may redeem the
                              Series A Convertible Preferred Stock for $25.00
                              per share, plus any accumulated, accrued and     

                                       16
<PAGE>
 
    
                              unpaid dividends, so long as the common stock has
                              traded above the conversion price for at least
                              twenty days prior to redemption.     

    
     Voting Rights            The holders of Series A Convertible Preferred
                              Stock have the right to vote with the common stock
                              on each matter coming before any meeting of the
                              holders of common stock, on an "as-converted
                              basis," that is, one vote for each share of common
                              stock into which the holder's shares of Series A
                              Convertible Preferred are then convertible. If
                              Bradley ever becomes delinquent with respect to
                              six quarterly dividend payments on the Series A
                              Convertible Preferred Stock, the holders of such
                              preferred stock would also have the right to elect
                              two separate directors.     

TRANSFER AGENT

    
     The transfer agent and registrar for Bradley's common stock and its Series
A Convertible Preferred Stock is BankBoston, N.A., c/o Boston EquiServe, L.P.,
P.O. Box 8040, Boston, Massachusetts 02266.     

POWER TO ISSUE ADDITIONAL SHARES OF STOCK

    
     The charter grants the Board of Directors the power to issue additional
authorized but unissued shares of common stock and preferred stock. The Board of
Directors may also classify or reclassify unissued shares of common or preferred
stock or excess stock and authorize the issuance of these classified or
reclassified shares of stock. Under Maryland law and the charter, the Board of
Directors is required to fix the terms and conditions for each class or series
of preferred stock, prior to the issuance of the shares of the class or series
of the preferred stock. These terms and conditions include preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms or conditions of
redemption.     

    
     This power provides the Board of Directors with increased flexibility in
structuring possible future financings and acquisitions and in meeting other
needs which might arise. Unless stockholder action is required by applicable law
or the rules of any stock exchange or automated quotation system on which
Bradley's securities may be listed or traded, the additional classes or series,
as well as the common stock, will generally be available for issuance without
further action by stockholders. However, the issuance of additional series of
preferred stock with rights senior to the Series A Convertible Preferred Stock
must be approved by the holders of Series A Convertible Preferred Stock.
Although the Board of Directors does not intend to do so at the present time, it
could authorize the issuance of a class or series that could delay, defer or
prevent a change of control or other transaction that holders of common stock
might believe to be in their best interests or in which holders of some, or a
majority of, the common stock might receive a premium for their shares over the
then-current market price.     

EXCESS STOCK

    
     General.  As a protective measure, Bradley's charter provides for the
issuance of a separate class of capital stock, referred to as excess stock, to
attempted transferees of common stock in transactions that may endanger
Bradley's REIT qualification. The specific terms of excess stock and the
conditions giving rise to its issuance are described in more detail below.     

    
     Ownership Limit.  As a REIT, Bradley is required to comply with complicated
rules under the Internal Revenue Code. Among other things, the Internal Revenue
Code requires that, with limited exceptions, REITs satisfy the following
ownership limitations:     

    
     .    not more than 50% in value of the REIT's outstanding capital stock may
          be owned, directly or indirectly after applying complex attribution
          rules, by five or fewer "individuals" during the      

                                       17
<PAGE>
 
    
          last half of its taxable year, with the term "individuals" including
          for these purposes a variety of tax exempt taxpayers and     

     .    such capital stock must be beneficially owned by 100 or more persons
          during at least 335 days of each taxable year.

    
     In order to protect its status as a qualified REIT, Bradley's charter
contains limitations on the amount of its capital stock that any one party may
hold. Bradley's ownership limit prohibits any holder from owning, or being
deemed to own by virtue of the attribution provisions of the Internal Revenue
Code:     

    
     .    more than 9.8% of Bradley's outstanding common stock, or     

    
     .    shares of Series A Convertible Preferred Stock that either (a) have a
          value in excess of 9.8% of the value of all outstanding shares of
          Bradley's capital stock, or (b) when converted, would result in such
          holder being the beneficial holder of more than 9.8% of the total
          number of outstanding shares of Bradley's common stock, after giving
          effect to such conversion.     

    
     The charter deems holders to own all stock that they:     

    
     .    actually own;     

    
     .    constructively own after applying the attribution rules specified in
          the Internal Revenue Code; and     

    
     .    have the right to acquire upon exercise of any rights, options or
          warrants or conversion of any convertible securities.     

    
Holders may include natural persons, corporations, trusts, partnerships or other
entities. The fact that certain affiliated entities, such as separate mutual
funds advised by the same investment adviser, may own more than 9.8% of the
value of all outstanding capital stock in the aggregate will not of itself
result in the ownership limit being exceeded, even though that investment
advisor may be considered to be the "beneficial owner" of such stock for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. In
addition, the Board of Directors may waive the ownership limit if evidence
satisfactory to the Board of Directors and Bradley's tax counsel is presented
that the changes in ownership will not then or in the future jeopardize
Bradley's status as a REIT and if the Board of Directors decides that such
waiver is in the best interests of Bradley.     

    
     Violation of Ownership Limit.  The charter provides that any attempted
transfer of capital stock or any security convertible into capital stock is null
and void if it would result in a violation of the ownership limit or the
disqualification of Bradley as a REIT. These provisions include any transfer
that results in Bradley being "closely held" within the meaning of Section
856(h) of the Internal Revenue Code. In the event of such an attempted transfer,
the intended transferee will acquire no rights to the capital stock or
convertible securities attempted to be transferred. Instead, the shares of
capital stock or convertible securities will automatically be exchanged for
shares of excess stock and these shares of excess stock will automatically be
transferred, by operation of law, to a trustee for the exclusive benefit of one
or more charitable organizations as the beneficiary under the trust. Under
Bradley's charter, an organization is not eligible to be named as such a
charitable beneficiary unless it is operated exclusively for religious,
charitable, scientific, literary or educational purposes within the meaning of
Section 170(c) of the Internal Revenue Code. Such charitable beneficiaries shall
be designated from time to time by Bradley's Board of Directors, except to the
extent described below. The trustee will be named by the Board of Directors of
Bradley, but must be unaffiliated with Bradley.     

                                       18
<PAGE>
 
    
     Rights of Excess Stock.  The excess stock held in trust:     

    
     .    will be considered to be issued and outstanding shares of stock of
          Bradley;     

    
     .    will be entitled to receive distributions declared by Bradley; 
          and     

    
     .    may be voted by the trustee for the exclusive benefit of the
          charitable beneficiary.     

    
The charter requires a purported transferee of excess stock to repay to Bradley
any dividend or distribution which it receives prior to the discovery that
capital stock was transferred in violation of the ownership limit. Bradley is
then required to turn over the amount of the repayment to the trustee. The
charter also retroactively nullifies any votes cast by the purported transferee
prior to the discovery that a transfer violated the ownership limit. The charter
does provide, however, that the retroactive nullification of the vote cast with
respect to the relevant shares of capital stock will not adversely affect the
rights of any third party who relied in good faith upon the effectiveness of the
matter that was the subject of the stockholder action as to which such votes
were cast.     

    
     Transferability of Excess Stock.  As a general rule, holders may not
transfer excess stock. Subject to Bradley's redemption right described below,
the trustee may transfer the shares of excess stock to a purchaser who could own
such shares without violating the ownership limit. Upon such sale, the shares of
excess stock automatically convert back into shares of the class or series of
capital stock or convertible security from which they were originally 
converted.     

    
     After excess stock is transferred in this way, the trustee must distribute
at least a portion of the sale proceeds to the attempted purchaser who
originally caused the ownership limit violation. The original attempted
purchaser is only entitled to the proceeds until it recovers the price it paid
for the stock. The trustee must distribute any proceeds in excess of the
original attempted purchase price to the charitable beneficiary. If the
attempted purchaser received the excess stock by gift, devise or otherwise
without giving value for such stock, then it is only entitled to receive an
amount that does not exceed the market price for such stock at the time of the
prohibited transfer, as determined in the manner set forth in the charter.     

    
     Redemption Right.  In addition to the transfer restrictions described
above, Bradley has the right to purchase all or any portion of the excess stock
from the trustee for a period of 90 days from the time Bradley receives written
notice of the prohibited transfer or other event resulting in the exchange of
capital stock for excess stock. Under the charter, the purchase price will be
the lesser of (a) the price paid for the stock by the original attempted
transferee or (b) the market price of the stock on the date Bradley exercises
its option to purchase. If the original attempted transferee received such stock
by gift, devise or otherwise without giving value for such stock, the market
price of the stock at the time of the prohibited transfer will be used in lieu
of the price paid. Upon any such purchase by Bradley, the trustee must
distribute the purchase price to the original attempted transferee.     

    
     Additional Charter Provisions Regarding the Ownership Limit.  If the
ownership limit is determined to be void or invalid by virtue of any legal
decision, statute, rule or regulation, then the intended transferee of any
excess stock may be deemed, at the option of Bradley, to have acted as an agent
on behalf of Bradley in acquiring the excess stock and to hold the excess stock
on behalf of Bradley.     

    
     The ownership limit will not preclude settlement of transactions on the New
York Stock Exchange or any other stock exchange on which capital stock of
Bradley is listed. If the Board of Directors determines that it is no longer in
the best interests of Bradley to continue to qualify as a REIT, then these
restrictions on transferability and ownership will not apply.     

    
     Upon demand by Bradley, each stockholder and each proposed transferee of
capital stock must disclose to Bradley in writing any information with respect
to the direct, indirect and constructive ownership of shares of stock as the
Board of Directors deems necessary to comply with, or determine compliance 
with:     

                                       19
<PAGE>
 
    
     .    the provisions of the Internal Revenue Code applicable to REITs;     

    
     .    the requirements of any taxing authority; or     

    
     .    governmental agency.     

    
     Potential Deterrent Effect on "Change of Control" Transactions.     

    
     Bradley 's ownership limit may have the effect of delaying, deterring or
preventing the acquisition of control of Bradley. The ownership limit, however,
does not apply to shares of capital stock acquired pursuant to an all cash
tender offer for all outstanding shares of capital stock in conformity with
applicable laws if the following conditions are met:     

     .    At least two-thirds of the outstanding shares of capital stock are
          tendered and accepted pursuant to such tender offer. The securities
          held by the tender offeror and/or its affiliates and associates are
          not included in determining whether the two-thirds threshold has been
          met.

     .    The tender offeror commits to give any non-tendering stockholders a
          reasonable opportunity to put their capital stock to the tender
          offeror at a price not less than that paid pursuant to the tender
          offer if the offer is accepted by the holders of two-thirds of the
          outstanding stock.

    
PROVISIONS OF MARYLAND LAW RELATING TO CHANGE OF CONTROL TRANSACTIONS     

     Maryland Business Combination Statute

    
     Maryland law prohibits certain "business combinations," including mergers,
consolidations, share exchanges, asset transfers and issuances of equity
securities, between a Maryland corporation and an interested stockholder. An
interested stockholder is a person or entity that owns 10% or more of the voting
power of the corporation's shares. This prohibition exists for five years after
the most recent date on which the interested stockholder became an interested
stockholder. Thereafter, any such business combination must be approved by the
affirmative vote of at least 80% of the votes entitled to be cast by holders of
outstanding voting shares of the corporation other than shares held by the
interested stockholder with whom the business combination is to be effected.
There is an exception to this rule when, among other things, the holders of the
corporation's shares receive a minimum price for their shares and the
consideration is received in cash or in the same form as previously paid by the
interested stockholder for the shares that it owns. Such minimum price is
defined in Maryland law. However, these provisions of Maryland law do not apply
to "business combinations" with an interested stockholder that are approved or
exempted by the board of directors of the corporation before that interested
stockholder becomes an interested stockholder.     

     Maryland Control Share Acquisition Statute

    
     Maryland law provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights except to the
extent approved by a vote of two-thirds of the votes eligible under the statute
to be cast on that matter by stockholders. "Control shares" are voting shares
that, if aggregated with all other such shares of stock previously acquired by
the acquiror, would entitle the acquiror to exercise voting power in electing
directors within one of the following ranges of voting power:     

          (1) one-fifth or more but less than one-third;

    
          (2) one-third or more but less than a majority; or     

          (3) a majority of all voting power.

                                       20
<PAGE>
 
    
     Control shares do not include shares the acquiring person is then entitled
to vote as a result of having previously obtained stockholder approval. A
"control share acquisition" means the acquisition of control shares, subject to
certain exemptions.     

    
     If voting rights are not approved at a stockholder meeting or if the
acquiring person does not deliver an acquiring person statement as required by
the statute, then, subject to certain conditions and limitations, the
corporation may redeem any or all of the control shares for fair value. An
exception to such rule is control shares for which voting rights have previously
been approved. If voting rights for control shares are approved at a stockholder
meeting and the acquiror becomes entitled to vote a majority of the shares
entitled to vote, all other stockholders may exercise appraisal rights.
Bradley's bylaws contain a provision exempting any and all acquisitions of
Bradley's capital stock from the control shares provision of Maryland law.
Nothing prevents Bradley's Board of Directors from amending or repealing this
provision in the future.    

                 DESCRIPTION OF UNITS AND REDEMPTION OF UNITS

REDEMPTION OF UNITS

    
     Each unitholder may, subject to limitations, require that Bradley Operating
Limited Partnership redeem all or a portion of such holder's units by delivering
a notice to Bradley Operating Limited Partnership. Upon redemption, a unitholder
will receive, with respect to each unit redeemed, cash in an amount equal to the
market value of one share of common stock plus any distribution amount owed but
not yet paid to the unitholder. Such one-for-one ratio is subject to adjustment
to prevent dilution. The market value of Bradley's common stock for this purpose
will be equal to the average of the closing trading price of the common stock on
the New York Stock Exchange for the ten trading days before the day on which the
redemption notice was received by Bradley Operating Limited Partnership. Bradley
Operating Limited Partnership's partnership agreement provides that if such
trading information is not available, Bradley can use any other method to
determine the value of the common stock as it deems appropriate in its
reasonable judgment. Bradley Operating Limited Partnership's partnership
agreement does not specify alternative methodologies. The valuation methodology
to be used will depend on all the facts and circumstances at the time.     

    
     In lieu of Bradley Operating Limited Partnership redeeming units for cash,
Bradley, as general partner of Bradley Operating Limited Partnership, has the
right to elect to acquire directly any units tendered for redemption in exchange
for either (1) cash in the amount described above or (2) shares of common stock
on a one-for-one basis. Such one-for-one ratio is subject to adjustment to
prevent dilution. Within five trading days of Bradley Operating Limited
Partnership's receipt of a redemption notice from a unitholder, Bradley shall
inform such unitholder via facsimile, overnight courier or certified mail of its
intent to exercise its option to redeem units for cash or stock. Any such
acquisition will result in Bradley owning the tendered units and thereby
increase its economic interest in Bradley Operating Limited Partnership. An
acquisition by Bradley will be treated as a sale of the units to Bradley for
federal income tax purposes. Upon any redemption such unitholder's right to
receive distributions with respect to the redeemed units will cease. If Bradley
elects to redeem the units for shares of common stock, the unitholder will have
all the rights of a stockholder of Bradley, including the right to receive
dividends, from the time of its acquisition of the shares.     

    
     Bradley anticipates that it generally will elect to acquire any units
presented to Bradley Operating Limited Partnership for redemption by the
issuance of shares of its common stock. However, Bradley will make the
determination whether to pay cash or issue shares of common stock upon
redemption of units at the time the units are tendered for redemption. Any such
determination will be made based on all of the facts and circumstances at the
time, including the availability of cash, whether the acquisition of units for
cash is a good investment and the market price of the common stock. In addition,
under the terms of Bradley Operating Limited Partnership's partnership
agreement, no redemption can occur if the delivery of     

                                       21
<PAGE>
 
    
common stock would be prohibited under the provisions of Bradley's charter that
protect Bradley's qualification as a REIT or, in the opinion of counsel, Bradley
would no longer qualify as a REIT.     

TAX CONSEQUENCES OF REDEMPTION

    
     The following discussion summarizes federal income tax considerations that
may be relevant to a unitholder who redeems his units.     

     Tax Treatment of Exchange or Redemption of Units

    
     If Bradley elects to purchase units tendered for redemption, Bradley
Operating Limited Partnership's partnership agreement provides that the
transaction will be treated as a sale of units by the unitholder to Bradley at
the time of such redemption. The sale will be fully taxable to the redeeming
unitholder and such redeeming unitholder will be treated as realizing for tax
purposes an amount equal to the sum of the cash value or the value of the shares
of common stock received in the exchange plus the amount of any Bradley
Operating Limited Partnership liabilities allocable to the redeemed units at the
time of the redemption. The determination of the amount of gain or loss is
discussed more fully below in the section entitled "--Tax Treatment of
Disposition of Units by a Unitholder Generally."     

    
     If Bradley does not elect to purchase a unitholder's units tendered for
redemption and Bradley Operating Limited Partnership redeems such units for cash
that Bradley contributes to Bradley Operating Limited Partnership to effect such
redemption, the redemption likely would be treated for tax purposes as a sale of
such units to Bradley in a fully taxable transaction, although the matter is not
free from doubt. In that event, the redeeming partner would be treated as
realizing an amount equal to the sum of the cash received in the exchange plus
the amount of any Bradley Operating Limited Partnership liabilities allocable to
the redeemed units at the time of the redemption. The determination of the
amount and character of gain or loss in the event of such a sale is discussed
more fully below in the section entitled "--Tax Treatment of Disposition of
units by a Unitholder Generally."     

    
     If Bradley does not elect to purchase units tendered for redemption and
Bradley Operating Limited Partnership redeems a unitholder's units for cash that
is not contributed by Bradley to effect the redemption, the tax consequences
would likely be the same as described in the previous paragraph, although not
free from doubt. If Bradley Operating Limited Partnership redeems less than all
of a unitholder's units, however, the unitholder would not be permitted to
recognize any loss occurring on the transaction and would recognize taxable gain
only to the extent that the cash, plus the amount of any Bradley Operating
Limited Partnership liabilities allocable to the redeemed units, exceeded the
unitholder's adjusted basis in all of such unitholder's units immediately before
the redemption. This result may differ if the redemption were treated as a
disguised sale. The treatment of the redemption as a disguised sale is discussed
more fully below in the section entitled "Potential Application of the Disguised
Sale Regulations to a Redemption of Units."     

    
     If Bradley contributes cash to Bradley Operating Limited Partnership to
effect a redemption, and the form of the transaction is respected for tax
purposes so that the redemption transaction is treated as the redemption of the
unitholder's units by Bradley Operating Limited Partnership rather than a sale
of units to Bradley, the income tax consequences to a unitholder would be the
same as described in the preceding paragraph.     

     Tax Treatment of Disposition of Units by a Unitholder Generally

    
     If a unitholder disposes of a unit in a manner that is treated as a sale of
the unit, or a unitholder otherwise disposes of a unit, the determination of
gain or loss from the sale or other disposition will be based on the difference
between the amount considered realized for tax purposes and the tax basis in
such unit. The tax basis of your units is discussed in greater detail in the
section entitled "--Basis of Units" below. Upon the sale of a unit, the "amount
realized" will be measured by the sum of the cash and fair      

                                       22
<PAGE>
 
    
market value of other property received, including shares of common stock, plus
the amount of any Bradley Operating Limited Partnership liabilities allocable to
the units sold. To the extent that the amount of cash or property received plus
the allocable share of any Bradley Operating Limited Partnership liabilities
exceeds the unitholder's basis for the units disposed of, such unitholder will
recognize gain. It is possible that the amount of gain recognized or even the
tax liability resulting from such gain could exceed the amount of cash and/or
the value of any other property received, including shares of common stock, upon
such disposition.     

    
     Except as described below, any gain recognized upon a sale or other
disposition of units will be treated as gain attributable to the sale or
disposition of a capital asset. To the extent, however, that the amount realized
upon the sale of a unit attributable to a unitholder's share of "unrealized
receivables" of Bradley Operating Limited Partnership exceeds the basis
attributed to those assets, such excess will be treated as ordinary income.
"Unrealized receivables" is defined in Section 751 of the Internal Revenue Code.
Unrealized receivables include, to the extent not previously included in Bradley
Operating Limited Partnership's income, any rights to payment for services
rendered or to be rendered. Unrealized receivables also include amounts that
would be subject to recapture as ordinary income if Bradley Operating Limited
Partnership had sold its assets at their fair market value at the time of the
transfer of a unit.     

     Basis of Units

    
     In general, a unitholder who acquired his units by contribution of property
and/or money to Bradley Operating Limited Partnership had an initial tax basis
in his units equal to the sum of:     

    
     .    the amount of money contributed or deemed contributed as described
          below, and     

    
     .    his adjusted tax basis in any other property contributed in exchange
          for such units, and less the amount of any money distributed or deemed
          distributed, as described below in connection with the acquisition of
          the units.     

    
The initial basis of units acquired by other means would have been determined
under the general rules of the Internal Revenue Code, including the partnership
provisions, governing the determination of tax basis. Other rules, including the
"disguised sale" rules discussed below, also may affect initial basis, and
unitholders are urged to consult their own tax advisors regarding their Initial
Basis. A unitholder's initial basis in his units generally is increased by:     
 
    
     .    such unitholder's share of Bradley Operating Limited Partnership
          taxable and tax-exempt income, and     
 
    
     .    increases in such unitholder's allocable share of liabilities of
          Bradley Operating Limited Partnership including any increase in his
          share of liabilities occurring in connection with the acquisition of
          his units.     

    
Generally, such unitholder's basis in his units is decreased, but not below
zero, by:     
 
    
     .    such unitholder's share of Bradley Operating Limited Partnership
          distributions;     
 
    
     .    decreases in such unitholder's Partnership including any Partnership
          occurring in allocable share of liabilities of decrease in his share
          of connection with the Bradley Operating Limited liabilities of
          Bradley Operating acquisition of his units; Limited     
 
    
     .    such unitholder's share of losses of Bradley Operating Limited
          Partnership, and     
 
    
     .    such unitholder's share of nondeductible expenditures of Bradley
          Operating Limited Partnership that are not chargeable to his capital
          account.     

                                       23
<PAGE>
 
     Potential Application of the Disguised Sale Regulations to a Redemption of
Units

    
     There is a risk that a redemption by Bradley Operating Limited Partnership
of units issued in exchange for a contribution of property to Bradley Operating
Limited Partnership may cause the original transfer of property to Bradley
Operating Limited Partnership in exchange for units to be treated as a
"disguised sale" of property. Section 707 of the Internal Revenue Code and the
Treasury Regulations thereunder, which we refer to collectively as the
"Disguised Sale Regulations", generally provide that, unless one of the
prescribed exceptions is applicable, a partner's contribution of property to a
partnership and a simultaneous or subsequent transfer of money or other
consideration, which may include the assumption of or taking subject to a
liability, from the partnership to the partner will be presumed to be a sale, in
whole or in part, of such property by the partner to the partnership. Further,
the Disguised Sale Regulations provide generally that, in the absence of an
applicable exception, if money or other consideration is transferred by a
partnership to a partner within two years of the partner's contribution of
property, the transactions are presumed to be a sale of the contributed property
unless the facts and circumstances clearly establish that the transfers do not
constitute a sale. The Disguised Sale Regulations also provide that if two years
have passed between the transfer of money or other consideration and the
contribution of property, the transactions will be presumed not to be a sale
unless the facts and circumstances clearly establish that the transfers
constitute a sale.     

    
     Accordingly, if a unit is redeemed by Bradley Operating Limited Partnership
from a unitholder who holds units that were issued in exchange for a
contribution of property to Bradley Operating Limited Partnership, the Internal
Revenue Service could contend that the Disguised Sale Regulations apply because
the unitholder will thus receive cash subsequent to a previous contribution of
property to Bradley Operating Limited Partnership. In that event, the IRS could
contend that the contribution was taxable as a disguised sale under the
Disguised Sale Regulations. Any gain recognized thereby may be eligible for
installment reporting under Section 453 of the Internal Revenue Code, subject to
certain limitations. In addition, in such event, the Disguised Sale Regulations
might apply to cause a portion of the proceeds received by a redeeming
unitholder to be characterized as original issue discount on a deferred
obligation which would be taxable as interest income in accordance with the
provisions of Section 1272 of the Internal Revenue Code. Each unitholder is
advised to consult its own tax advisors to determine whether redemption of its
units could be subject to the Disguised Sale Regulations.     

COMPARISON OF OWNERSHIP OF UNITS AND COMMON STOCK

    
     Bradley operates its business through a structure commonly referred to as
an "umbrella partnership" REIT or "UPREIT." This structure generally consists of
a corporate REIT with publicly-traded shares of capital stock, like Bradley, and
a limited partnership, like Bradley Operating Limited Partnership, with both
entities coordinating to operate a single real estate business. The limited
partnership typically owns all or substantially all of the real estate
properties and the REIT controls the partnership's business activities as the
sole general partner. Bradley has elected to use this structure because it
provides flexibility in structuring acquisitions and in raising capital that
would not otherwise be available if it operated solely as a corporate REIT or
solely as a limited partnership. Despite the fact that the structure consists of
two separate legal entities, both entities are operating in tandem to own and
operate the same portfolio of properties. Accordingly, the structure works most
effectively if Bradley only operates through Bradley Operating Limited
Partnership and if all of Bradley Operating Limited Partnership's activities are
conducted by Bradley as general partner.     

    
     As a result of the UPREIT structure, Bradley has two different levels of
investors with ownership rights in Bradley's business. Currently, you own units
of limited partner interest in Bradley Operating Limited Partnership. The nature
of any investment in Bradley's common stock is generally economically equivalent
to an investment in units in Bradley Operating Limited Partnership. A holder of
a share of common stock receives the same distribution that a holder of a unit
receives, and stockholders and unitholders generally share in the risks and
rewards of ownership in the same enterprise. There are,      

                                       24
<PAGE>
 
    
however, differences between ownership of units and ownership of common stock,
some of which may be material to investors.     

    
     The information below highlights a number of significant differences
between Bradley Operating Limited Partnership and Bradley relating to form of
organization, permitted investments, policies and restrictions, management
structure, compensation and fees, investor rights and federal income taxation
and compares certain legal rights associated with the ownership of units and
common stock, respectively. These comparisons are intended to assist you in
understanding how your investment will be changed if your units are acquired for
common stock. This discussion is summary in nature and does not constitute a
complete discussion of these matters. You should carefully review the balance of
this prospectus and the registration statement of which this prospectus is a
part for additional important information about Bradley.    

     
     BRADLEY OPERATING LIMITED PARTNERSHIP                  BRADLEY 
     -------------------------------------                  -------      

                     Form of Organization and Assets Owned

                                          
Bradley Operating Limited Partnership      Bradley is a Maryland corporation   
is organized as a Delaware limited         which has elected to be taxed as    
partnership and is the entity through      a REIT under the Internal Revenue   
which Bradley conducts substantially       Code and intends to maintain its    
all of its business and owns               qualifications as a REIT. Bradley   
substantially all of its assets either     maintains a general partner         
directly or indirectly through             interest in Bradley Operating       
subsidiaries. The Board of Directors       Limited Partnership, which gives    
of Bradley manages the affairs of          Bradley an indirect investment in   
Bradley Operating Limited Partnership      those properties and other assets   
by directing the affairs of                owned by Bradley Operating Limited  
Bradley.                                   Partnership. Bradley currently owns
                                           approximately a 94% economic interest
                                           in Bradley Operating Limited        
                                           Partnership, and such interest will 
                                           increase as units are redeemed for  
                                           cash or acquired by Bradley.         

                             Length of Investment
 
                                                                          
Bradley Operating Limited Partnership      Bradley has a perpetual term and  
has a stated termination date of           intends to continue its operations
December 31, 2050, although it may be      for an indefinite time period.
terminated earlier under certain
circumstances.     

                                       25
<PAGE>
 
    
     BRADLEY OPERATING LIMITED PARTNERSHIP                  BRADLEY 
     -------------------------------------                  -------      

                 Nature of Investment and Distribution Rights
     
The units constitute equity interests   The common stock constitutes an
entitling each unitholder to his pro    equity interest in Bradley.  Bradley   
rata share of cash distributions        is entitled to receive a portion of    
made to the unitholders of Bradley      Bradley Operating Limited              
Operating Limited Partnership,          Partnership's operating cash flow and  
including Bradley.  Because Bradley     capital cash flow sufficient to pay    
also holds "preferred units" of         dividends to stockholders              
Bradley Operating Limited               concurrently with any distribution to  
Partnership with distribution rights    the unitholders has been effected.     
equivalent to Bradley's Series A        Each stockholder will be entitled to   
Convertible Preferred Stock,            his pro rata share of any dividends    
distributions to unitholders are        or distributions paid with respect to  
subject to the prior distribution       common stock.  The dividends payable   
rights of such preferred units.  In     to the stockholders are not fixed in   
general, Bradley Operating Limited      amount and are only paid if, when and  
Partnership is structured so that       as declared by the Board of            
unitholders receive distributions on    Directors.  In order to qualify as a   
their units equal to the dividend       REIT, Bradley must distribute at       
yield for the same period on a share    least 95% of its taxable income,       
of Bradley's common stock.              excluding capital gains, and any        
                                        taxable income, including capital
As a partnership, Bradley Operating     gains, not distributed will be
Limited Partnership is not subject      subject to corporate income tax.
to federal income taxation.  In
determining their federal income
tax, partners of Bradley Operating
Limited Partnership, including
unitholders, must take into account
their allocable share of partnership
income, gain, deduction and loss,
and otherwise are subject to the
rules governing the taxation of
partnerships and partners.  Such is
true regardless of whether
partnership income, gain, deduction
or loss is distributed by Bradley
Operating Limited Partnership.  By
contrast, unitholders who receive
common stock upon exercise of their
redemption rights will be taxed on
such investment in accordance with
the rules governing REITs.     

                                       26
<PAGE>
 
    
     BRADLEY OPERATING LIMITED PARTNERSHIP                  BRADLEY
     -------------------------------------                  -------      

                         Issuance of Additional Units
    
Bradley Operating Limited Partnership   The Board of Directors of Bradley may
 is authorized to issue additional      issue, in its discretion, additional
 units and such other partnership       equity securities consisting of
 interests, including partnership       common stock or any other series of
 interests of different series or       capital stock so long as the total
 classes that may be senior to units,   number of shares issued does not
 as Bradley may determine in its sole   exceed the authorized number of
 discretion as general partner.  The    shares of capital stock set forth in
 relative rights, powers and duties     Bradley's charter.  The capital stock
 of such units or other interests       may be classified and issued as a
 will be determined by Bradley in its   variety of equity securities,
 sole discretion. Bradley Operating     including one or more classes of
 Limited Partnership may issue units    common or preferred stock, in the
 and other partnership interests to     discretion of the Board of Directors.
 Bradley, as long as such interests     The issuance of additional shares of
 are issued in connection with a        common stock, preferred stock or
 comparable issuance of its capital     other similar equity securities may
 stock and proceeds raised in           result in the dilution of the
 connection with the issuance of such   interests of the existing
 capital stock are contributed to       stockholders.
 Bradley Operating Limited
 Partnership. In addition, Bradley
 Operating Limited Partnership will
 issue additional units upon exercise
 of the options granted pursuant to
 Bradley's stock option plans.  The
 issuance of additional units or
 other similar partnership interests
 may result in the dilution of the
 interests of the existing
 unitholders.     

                                   Liquidity
    
A unitholder may not transfer any       Bradley's common stock is freely
 portion of their units without the     transferable subject to the
 consent of the general partner,        requirements of the Securities Act of
 subject to the following exceptions:   1933, as amended.  The common stock
                                        is listed on the New York Stock
    (a) transfers by will, the laws     Exchange.  The breadth and strength
     of intestacy or otherwise to the   of this market will depend, most
     legal representative or            significantly, upon the number of
     successor of the transferring      shares outstanding, Bradley's
     unitholder who shall be bound in   financial results and prospects, the
     all respects by the terms of       general interest in Bradley's and
     Bradley Operating Limited          other real estate investments and
     Partnership's partnership          Bradley's dividend yield compared to
     agreement;                         that of other debt and equity
                                        securities.     
    (b) inter vivos transfers for
     estate planning purposes; or
 
    (c) pledges to secure the
     repayment of a loan.
     
Subject to certain conditions, each
 unitholder has the right to elect to
 have their units redeemed by Bradley
 Operating Limited Partnership. Upon
 redemption, the unitholder will
 receive, at Bradley's election,
 either shares of common stock or the
 cash equivalent in exchange for such
 units.     

                                       27
<PAGE>
 
    
     BRADLEY OPERATING LIMITED PARTNERSHIP                  BRADLEY
     -------------------------------------                  -------      

                      Purchase and Permitted Investments
    
Bradley Operating Limited               Under its charter, Bradley may engage
 Partnership's purpose is to conduct    in any lawful activity permitted
 any business that relates to the       under Maryland law.
 properties or affiliated entities of
 Bradley Operating Limited
 Partnership, except that Bradley
 Operating Limited Partnership's
 partnership agreement requires the
 business of Bradley Operating
 Limited Partnership to be conducted
 in a manner that permits Bradley to
 be classified as a REIT for Federal
 income tax purposes and avoids any
 Federal income or excise tax
 liability.  Bradley Operating
 Limited Partnership may, subject to
 the foregoing limitation, invest or
 enter into partnerships, joint
 ventures or similar arrangements and
 may own interests in any other
 entity.     

                              Borrowing Policies
    
Bradley Operating Limited Partnership   Bradley is not restricted under its
 has no restrictions on borrowings,     organizational documents from
 and Bradley as the general partner,    incurring borrowings.
 has full power and authority to
 borrow money on behalf of Bradley
 Operating Limited Partnership.     

                         Other Investment Restrictions
    
Other than restrictions precluding      Neither Bradley's charter nor its
 investments by Bradley Operating       bylaws impose any restrictions upon
 Limited Partnership that would         the types of investments made by
 adversely affect Bradley's             Bradley.
 qualification as a REIT, there are
 no restrictions upon Bradley
 Operating Limited Partnership's
 authority to enter into any
 transactions, including, among
 others, making investments, lending
 Bradley Operating Limited
 Partnership funds, or reinvesting
 Bradley Operating Limited
 Partnership's cash flow and net sale
 or refinancing proceeds.     

                                       28
<PAGE>
 
    
     BRADLEY OPERATING LIMITED PARTNERSHIP                  BRADLEY
     -------------------------------------                  -------      

                              Management Control
    
Generally, all management powers over   The Board of Directors has exclusive
 the business and affairs of Bradley    control over Bradley's business and
 Operating Limited Partnership are      affairs subject only to the
 vested in Bradley as general partner   restrictions in its charter and
 and no other unitholder of Bradley     bylaws.  The Board of Directors is
 Operating Limited Partnership has      classified into three classes.  At
 any right to participate in or         each annual meeting of stockholders,
 exercise control or management power   the successors of the class of
 over the business and affairs of       Directors whose terms expire at that
 Bradley Operating Limited              meeting will be elected.  The
 Partnership.  Bradley Operating        policies adopted by the Board of
 Limited Partnership's partnership      Directors may be altered or
 agreement provides that Bradley        eliminated without advice of the
 shall be reimbursed for all expenses   stockholders.  Accordingly, except
 incurred by it relating to the         for their vote in the elections of
 management and business of Bradley     Directors, stockholders have no
 Operating Limited Partnership.         control over the ordinary business
                                        policies of Bradley.     

                   Management Liability and Indemnification
    
Bradley Operating Limited               Bradley's charter eliminates, to the
 Partnership's partnership agreement    fullest extent permitted under
 generally provides that the general    Maryland law, the personal liability
 partner and any person acting on its   of a director of Bradley for monetary
 behalf will incur no liability to      damages for breaches of such
 Bradley Operating Limited              director's duty of care or other
 Partnership or any unitholder for      duties as a director.  The effect of
 any act or omission within the scope   this provision in the charter is
 of the general partner's               generally to eliminate the rights of
 authorities, provided the general      Bradley and its stockholders who sue
 partner's or such other person's       on behalf of Bradley to recover
 action or omission to act was taken    monetary damages against a director
 in good faith and in the belief that   for breach of the fiduciary duty of
 such action or omission was in the     care as a director. This limitation
 best interests of Bradley and its      includes suits alleging negligent or
 affiliates, and provided further,      grossly negligent behavior on the
 that the general partner's or such     part of a director. This provision
 other person's actions or omissions    does not limit or eliminate the
 shall not constitute actual fraud or   rights of Bradley or any stockholder
 gross negligence or deliberately       to seek non-monetary relief such as
 dishonest conduct.                     an injunction or recession in the
                                        event of a breach of a director's
Bradley Operating Limited               duty of care.  These provisions will
 Partnership's partnership agreement    not alter the liability of a director
 also provides for the                  under federal securities laws.
 indemnification of the general
 partner and its affiliates and any
 individual acting on their behalf
 from any loss, damage, claim or
 liability, including, but not
 limited to, reasonable attorneys'
 fees and expenses, incurred by them
 by reason of any act performed by
 them in accordance with the
 standards set forth above or in
 enforcing the provisions of this
 indemnity.     

                                       29
<PAGE>
 
    
     BRADLEY OPERATING LIMITED PARTNERSHIP                  BRADLEY
     -------------------------------------                  -------      

                            Antitakeover Provisions
    
Except in limited circumstances, the    Bradley's charter and bylaws and
 general partner has exclusive          Maryland law contain a number of
 management power over the business     provisions that may have the effect
 and affairs of Bradley Operating       of delaying or discouraging an
 Limited Partnership.  The general      unsolicited proposal to acquire
 partner may not be removed by the      Bradley or remove incumbent
 unitholders with or without cause.     management.  For the full discussion
 Under the Bradley Operating Limited    of these provisions, please refer to
 Partnership's partnership agreement,   the section entitled "Risk
 Bradley may, in its sole discretion,   Factors-There are provisions in our
 prevent a unitholder from              charter and bylaws may discourage
 transferring their units except in     acquisition proposals."
 limited circumstances.  Accordingly,
 Bradley may exercise this right of
 approval to deter, delay or hamper
 attempts by persons to acquire a
 majority interest in Bradley
 Operating Limited Partnership.     

                                 Voting Rights
    
Holders of units have no right to       The Board of Directors directs
 elect or remove Bradley as the         Bradley's business and affairs.  The
 general partner of Bradley Operating   Board consists of three classes
 Limited Partnership and generally      having staggered terms of office.
 have no other voting rights.  Under    Stockholders elect each class at
 Bradley Operating Limited              annual meetings of Bradley. All
 Partnership's partnership agreement,   shares of common stock have one vote
 Bradley as general partner may take    per share.  The charter permits the
 any action in a manner that it         Board of Directors to classify and
 reasonably believes to be in the       issue preferred stock in one or more
 best interests of its stockholders     series having voting power which may
 or complies with the REIT              differ from that of the common stock.
 requirements for Bradley.  Bradley
 's ability to make amendments to       Stockholders of Bradley have the
 Bradley Operating Limited              right to vote, among other things, on
 Partnership's partnership agreement    a merger or sale of all or
 is limited to the extent described     substantially all of the assets of
 below.                                 Bradley, certain amendments to the
                                        charter and dissolution of Bradley.
                                        Under Maryland law and the charter,
                                        the sale of all or substantially all
                                        of the assets of Bradley or any
                                        merger or consolidation of Bradley
                                        requires the approval of the Board of
                                        Directors and holders of a majority
                                        of the outstanding shares of common
                                        stock.  No approval of the
                                        stockholders is required for the sale
                                        of less than all or substantially all
                                        of Bradley's assets.  Under Maryland
                                        law and the charter and bylaws, the
                                        Board of Directors must obtain
                                        approval of holders of not less than
                                        a majority of all outstanding shares
                                        of Bradley's capital stock in order
                                        to dissolve Bradley.     

                                       30
<PAGE>
 
    
     BRADLEY OPERATING LIMITED PARTNERSHIP                  BRADLEY
     -------------------------------------                  -------      
    
          Amendment of the Partnership Agreement or Bradley's Charter     
    
Generally, Bradley Operating Limited    Amendments to the charter must be
 Partnership's partnership agreement    approved by the Board of Directors
 may be amended by the general          and generally by the vote of a
 partner without the consent of the     majority of the votes entitled to be
 unitholders, except that certain       cast at a meeting of stockholders
 amendments which alter or change       except as otherwise provided by law.
 unitholders' distribution rights or    The Board of Directors may, however,
 redemption rights requires the         amend the charter without any action
 consent of the unitholders holding a   of the stockholders in certain
 majority-in-interest of the            respects to preserve Bradley's REIT
 outstanding units.                     qualification.     

                      Compensation, Fees and Distributions
    
The general partner is not entitled     The Directors of Bradley receive
 to receive any compensation for its    compensation for their services.
 services as general partner of
 Bradley Operating Limited
 Partnership.  As a partner in
 Bradley Operating Limited
 Partnership, however, the general
 partner has the same right to
 allocations and distributions as
 other partners of Bradley Operating
 Limited Partnership.  In addition,
 Bradley Operating Limited
 Partnership will reimburse the
 general partner for administrative
 expenses incurred relating to the
 ongoing operation of Bradley and
 certain other expenses arising in
 connection with its role as general
 partner.  All officers of Bradley
 are employees of Bradley Operating
 Limited Partnership and receive
 compensation for their services as
 such.     

                            Liability of Investors
    
Under Bradley Operating Limited         Under the Maryland law, stockholders
 Partnership's partnership agreement    generally are not personally liable
 and applicable Delaware law, the       for the debts or obligations of
 liability of the limited partners      Bradley.
 for Bradley Operating Limited
 Partnership's debts and obligations
 is generally limited to the amount
 of their investment in Bradley
 Operating Limited Partnership,
 together with any interest in any
 undistributed income.     

                                       31
<PAGE>
 
                       FEDERAL INCOME TAX CONSIDERATIONS
    
    As a REIT, Bradley must comply with highly technical and complex
requirements under the Internal Revenue Code.  The following discussion
summarizes these requirements and their effect on Bradley and our stockholders.
The summary discussion is for general information only and is not an exhaustive
list of all tax considerations that may be material.  For example, this
discussion does not address any state, local or foreign tax considerations.
Also, this discussion does not address issues that arise as a result of your, or
any other investor's, special circumstances or special status under the Internal
Revenue Code.     
    
    The discussion in this section and any other section of this prospectus is
not intended to be, nor should you construe it as, tax advice.  You are urged to
consult your own tax advisor to determine the impact of a redemption of your
units and/or of owning Bradley's common stock on your own personal situation.
In particular, foreign investors should consult their own tax advisors
concerning the tax consequences of an investment in Bradley, including the
possibility of United States income tax withholding on distributions by Bradley.
     

    General
    
    Under the Internal Revenue Code, if the requirements are met in a taxable
year, including the requirement that the REIT distribute to its stockholders at
least 95% of its real estate investment trust taxable income for the taxable
year, a REIT generally will not be subject to federal income tax with respect to
income that it distributes to its stockholders.  For these purposes, taxable
income will be computed without regard to the dividends paid deduction and our
net capital gain.  However, we may be subject to federal income tax under
certain circumstances, including taxes at regular corporate rates on any
undistributed REIT taxable income or net capital gains, the alternative minimum
tax on its items of tax preference, and taxes imposed on income and gain
generated by some extraordinary transactions.  As discussed below, however, for
taxable years beginning after December 31, 1997, stockholders may be credited
for all or a portion of the taxes paid by Bradley on its retained net capital
gains.  If Bradley fails to qualify during any taxable year as a REIT, unless
the relief provisions are available, we will be subject to tax, including any
applicable alternative minimum tax, on its taxable income at regular corporate
rates, which could have a material adverse effect upon its stockholders.     
    
    We believe but cannot guarantee that we qualify as a REIT.     
    
    Bradley has elected to qualify as a REIT under the Internal Revenue Code.
In the opinion of Goodwin, Procter & Hoar LLP, Bradley has been organized in
conformity with the requirements for qualification as a REIT under the Internal
Revenue Code, and its manner of operation has met and will continue to meet the
requirements for qualification and taxation as a REIT under the Internal Revenue
Code. This opinion is based on various assumptions and is conditioned upon
representations made by Bradley as to factual matters and the continuation of
such factual matters.  You should be aware, however, that opinions of counsel
are not binding upon the IRS or any court.  Moreover, such qualification and
taxation as a REIT in any tax year depends upon Bradley's ability to meet the
various source of income, ownership of assets, distribution and diversity of
ownership requirements of the Internal Revenue Code for qualification as a REIT
in its actual results each tax year, which results will not be reviewed by
Goodwin, Procter & Hoar LLP.  Accordingly, no assurance can be given that the
actual results of Bradley for any particular tax year will in fact satisfy the
requirements for qualification.  Likewise, although Bradley believes that it has
operated in a manner which satisfies the REIT qualification requirements under
the Internal Revenue Code since its organization in 1961, no assurance can be
given that Bradley's qualification as a REIT will not be challenged by the IRS
for taxable years still subject to audit.     

    Undistributed Long-Term Capital Gains
    
    Bradley may elect to retain and pay income tax on its net long-term capital
gains received during the taxable year.  For taxable years beginning after
December 31, 1997, if Bradley so elects for a taxable year,      

                                       32
<PAGE>
 
    
the stockholders would include in income as long-term capital gains their
proportionate share of such portion of our undistributed long-term capital gains
for the taxable year as we may designate. A stockholder would be deemed to have
paid his share of the tax paid by Bradley on such undistributed capital gains,
which would be credited or refunded to the stockholder. The stockholder's basis
in his common stock would be increased by the amount of undistributed long-term
capital gains included in the stockholder's long-term capital gains, less such
stockholder's share of the capital gains tax paid by Bradley.     

    Dividends Taxable as Ordinary Income
    
    As long as Bradley qualifies as a REIT, distributions made to Bradley's
taxable United States stockholders out of current or accumulated earnings and
profits, and which are not designated as a capital gain dividends, will be taken
into account by such United States stockholders as ordinary income and will not
be eligible for the dividends received deduction generally available to
corporations.     
    
     
    
    A United States stockholder means a holder of common stock that, for United
States federal income tax purposes, is:     

    .   a citizen or resident of the United States, or

    .   a corporation, partnership or other entity created or organized in or
        under the laws of the United States or any political subdivision
        thereof, or

    .   an estate, the income of which is subject to United States federal
        income taxation regardless of its source, or

    .   a trust, if a court within the United States is able to exercise primary
        supervision over the administration of the trust and one or more United
        States persons have the authority to control all substantial decisions
        of the trust, and

    .   is not an entity that has a special status under the Internal Revenue
        Code, such as a tax-exempt organization or dealer in securities.
    
Subject to the discussion below regarding the changes to the capital gains tax
rates, distributions that are designated as capital gains dividends will be
taxed as capital gains without regard to the period for which the stockholder
has held his or her common stock.  This is true only to the extent they do not
exceed our actual net capital gain for the taxable year.  Corporate stockholders
may be required, however, to treat up to 20% of certain capital gain dividends
as ordinary income.  Capital gain dividends are not eligible for the dividends-
received deduction for corporations.     


    Dividends Taxable as Capital Gain
    
    To the extent that Bradley has net capital gain for a taxable year,
dividends paid during the year, or that are deemed paid, which are properly
designated by us as long-term capital gains, will be treated as such for the
taxable year without regard to the period for which the stockholder has held his
stock.     
    
    To the extent a capital gain arises from the accumulated depreciation taken
on depreciable assets sold during the tax year, such capital gain is currently
taxed at a 25% capital gain rate.     
    
    For financial reporting purposes, the method of depreciation to be used by
Bradley Operating Limited Partnership on its depreciable property will be the
straight-line method with useful lives ranging from 31.5 to 39 years for
buildings and 1 to 39 years for improvements and alterations.  The useful lives
assigned to such property will depend upon the type and age of the asset
acquired.     

                                       33
<PAGE>
 
    Other Dividends
    
    Distributions, other than capital gain dividends, in excess of current and
accumulated earnings and profits will not be taxable to a stockholder to the
extent that they do not exceed the adjusted basis of the stockholder's common
stock, but rather will reduce the adjusted basis of that stock.  To the extent
that distributions in excess of current and accumulated earnings and profits
exceed the adjusted basis of a stockholder's common stock, the distribution will
be treated as long-term capital gain or loss if the shares of common stock have
been held for more than 12 months and otherwise as short-term capital gain or
loss.  In addition, any dividend we declare in October, November or December of
any year and payable to a stockholder of record on a special date in any such
month shall be treated as both paid by Bradley and received by the stockholder
on December 31 of that year, provided that the distribution is actually paid by
Bradley during January of the following calendar year.     

    Net Operating Losses
    
    Stockholders may not include in their individual income tax returns any net
operating losses or capital losses of Bradley.  Instead, such losses would be
carried over by Bradley for potential offset against its future income.  Taxable
distributions from Bradley and gain from the disposition of common stock will
not be treated as passive activity income and, therefore, stockholders generally
will not be able to apply any "passive activity losses" against such income.
"Passive activity income" and "passive activity losses" are generally income or
losses, as applicable, from a trade or business in which the taxpayer does not
materially participate or from rental activities.  A limited partner's
distributive share of income and loss from a limited partnership that conducts a
trade or business is generally passive in nature.  In addition, taxable
distributions from Bradley generally will be treated as investment income for
purposes of the investment interest deduction limitations.  Capital gain
distributions and capital gains from the disposition of common stock, as well as
any other distributions treated as such, will be treated as investment income
for purposes of the investment interest deduction limitations only if and to the
extent the stockholder so elects, in which case such capital gain distributions
and capital gains will be taxed at ordinary income rates to the extent of such
election.  We will notify stockholders after the close of our taxable year as to
the portions of the distributions attributable to that year that constitute
ordinary income, return of capital, and capital gain.     

                                       34
<PAGE>
 
    
                            NO PROCEEDS TO BRADLEY     
    
    Bradley will not receive any proceeds in connection with the issuance of the
shares of common stock offered by this prospectus.  Bradley will acquire units
in exchange for any shares it issues and its economic interest in Bradley
Operating Limited Partnership will increase accordingly.     


                              PLAN OF DISTRIBUTION
    
    This prospectus relates to the possible issuance by Bradley of up to
1,212,630 shares of common stock if, and to the extent that, certain holders of
an aggregate of 1,212,630 units tender such units for redemption and Bradley
elects to acquire such tendered units for shares of common stock.  The terms of
this redemption right are described in the section entitled "Description of
Units and Redemption of Units." Bradley Operating Limited Partnership originally
issued these units to the equity holders of Lexington Holding Company, Baken
Park Partners Limited Partnership, County Line 31 Company, L.P. and Spring Mall
Associates Limited Partnership in exchange for the contribution of their
interests in one of four properties to Bradley Operating Limited Partnership.
In connection with these property acquisitions, Bradley entered into
registration rights agreements with the contributors.  Bradley is registering
the shares covered by this prospectus in order to fulfill its contractual
obligations under these agreements and provide the holders of the shares with
freely tradable securities.  Registration of these shares does not necessarily
mean that all or any portion of the shares will be issued by Bradley.     
    
    All expenses incident to the offering and sale of the shares offered hereby
will be paid by Bradley, other than brokerage and underwriting commissions and
taxes of any kind and any legal, accounting and other expenses incurred by the
redeeming unitholder.  Bradley has agreed to indemnify these unitholders against
losses, claims, damages and liabilities, including liabilities under the
Securities Act of 1933, as amended.     

                                 LEGAL MATTERS
    
    Certain legal matters, including the legality of the shares of common stock
offered hereby, will be passed upon for Bradley by Goodwin, Procter & Hoar  LLP,
Boston, Massachusetts.  William B. King, whose professional corporation is a
partner in Goodwin, Procter & Hoar  LLP, is Secretary of Bradley and is the
beneficial owner of approximately 10,000 shares of common stock.     


                                    EXPERTS
    
  The consolidated financial statements and schedule of Bradley as of December
31, 1997 and 1996 and for each of the years in the three-year period ended
December 31, 1997 contained in Bradley's Annual Report on Form 10-K, the
statement of revenues and certain expenses of Redford Plaza for the year ended
December 31, 1997, the statement of revenues and certain expenses of Courtyard
Shopping Center for the year ended December 31, 1997, the combined statement of
revenues and certain expenses of Camelot Shopping Center and Plainview Village
for the year ended December 31, 1997, the statement of revenues and certain
expenses of Salem Consumer Square for the year ended December 31, 1997, the
statement of revenues and certain expenses of Holiday Manor Shopping Center for
the year ended December 31, 1997, the statement of revenues and certain expenses
of Ellisville Square for the year ended December 31, 1997, and the statement of
revenues and certain expenses of Clock Tower Plaza for the year ended December
31, 1997 have been incorporated by reference herein and in the Registration
Statement in reliance upon the reports of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.  To the extent that KPMG LLP audits
and reports on financial statements of Bradley issued at future dates, and
consents to the use of their report thereon, such financial statements also will
be incorporated by reference in the Registration Statement in reliance upon
their report and said authority.     

                                       35
<PAGE>
 
================================================================================

    
     You should rely only on the information contained in this prospectus,
incorporated herein by reference or contained in a prospectus supplement. We
have not authorized anyone else to provide you with different or additional
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus, and incorporated herein by reference or in any prospectus supplement
is accurate as of any date other than the date on the front of those 
documents.     


                           _________________________

                               TABLE OF CONTENTS

<TABLE>    
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Prospectus Summary........................................................    2

Risk Factors..............................................................    4

Available Information.....................................................   13

Incorporation of Certain Documents by
 Reference................................................................   13

Bradley Real Estate, Inc..................................................   13

Description of Securities to be Registered................................   14

Description of Units and
 Redemption of Units......................................................   21

Federal Income Tax Considerations.........................................   32

No Proceeds to Bradley....................................................   35

Plan of Distribution......................................................   35

Legal Matters.............................................................   35

Experts...................................................................   35
</TABLE>        



                           _________________________


                               1,212,630 SHARES



                           BRADLEY REAL ESTATE, INC.



                                 COMMON STOCK


                           ________________________

                                  Prospectus

                           ________________________


                                   February __, 1999     

================================================================================
<PAGE>
 
    
               PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS     

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
    
  Set forth below is an estimate of the approximate amount of the fees and
expenses (other than underwriting commissions and discounts) anticipated to be
paid by Bradley in connection with the issuance and distribution of shares of
common stock offered hereby.     

<TABLE>    
<CAPTION>
<S>                                          <C>
    Legal fees and expenses                   $60,000
    Accounting fees and expenses               20,000
    SEC Registration fee                        5,125
    Printing fees and expenses                  5,000
    Transfer and Agency fees                    1,000
    Miscellaneous                               3,875
                                              -------
    TOTAL                                     $95,000
                                              =======
</TABLE>     

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
    
     The Maryland General Corporation Law permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except for
liability resulting from (i) actual receipt of an improper benefit or profit in
money, property or services or (ii) active and deliberate dishonesty established
by a final judgment as being material to the cause of action.  The charter of
Bradley Real Estate, Inc. contains such a provision which eliminates such
liability to the maximum extent permitted by Maryland law.     
    
     The charter of Bradley authorizes it, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (i) any present or
former director, officer, agent, employee or plan administrator of Bradley or of
its predecessor Bradley Real Estate Trust or (ii) any individual who, at the
request of Bradley, serves or has served in any of these capacities with another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise.  The bylaws of Bradley obligate it, to the maximum extent
permitted by Maryland law, to indemnify (a) any present or former director or
officer of Bradley, (b) any individual who, at the request of Bradley, serves or
has served another corporation, partnership, joint venture, trust or other
enterprise as a director or officer or (c) any former trustee or officer of
Bradley's predecessor entity, Bradley Real Estate Trust.     
    
     The Maryland General Corporate Law requires a corporation, unless its
charter provides otherwise, which Bradley's charter does not, to indemnify a
director or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he is made a party by reason of his service
in that capacity.  The Maryland General Corporate Law permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (i) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (a) was committed in bad faith
or (b) was the result of active and deliberate dishonesty, (ii) the director or
officer actually received an improper personal benefit in money, property or
services or (iii) in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was unlawful.
However, a Maryland corporation may not indemnify for an adverse judgment in a
suit by or in the right of the corporation.  In addition, the Maryland General
Corporate Law requires a corporation as a condition to advancing expenses, to
obtain (x) a written affirmation by the director or officer of his good faith
belief that he has met the standard of conduct necessary for indemnification by
the corporation as authorized by the bylaws and (y) a written statement by or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.     

                                      II-1
<PAGE>
 
    
    Bradley has claims-made directors and officers liability insurance policies
that insure the directors and officers of Bradley against loss from claimed
wrongful acts and insure Bradley for indemnifying the directors and officers
against such loss.  The policy limits of liability are $10,000,000 each policy
year and are subject to a retention of $150,000 of loss by Bradley.     

ITEM 16.  EXHIBITS.

Exhibit No.     Description
    
    4.1   Articles of Amendment and Restatement of Bradley Real Estate, Inc.,
          incorporated by reference to Exhibit 3.1 of Bradley's Current Report
          on Form 8-K dated October 17, 1994.     
    
    4.2   Articles Supplementary Establishing and Fixing the Rights and
          Preferences of a Series of Shares of Preferred Stock for the 8.4%
          Series A Convertible Preferred Stock of Bradley Real Estate, Inc.
          incorporated by reference to Annex B to the Proxy/Statement Prospectus
          included in Part I to Bradley's Registration Statement on Form S-4
          (No. 333-57123).     
    
    4.3   By-laws of Bradley Real Estate, Inc., incorporated by reference to
          Exhibit 3.3 of Bradley's Current Report on Form 8-K dated October 17,
          1994.     
    
    4.4   Form of Common Stock Certificate, incorporated by reference to Exhibit
          4.1 of Bradley's Current Report on Form 8-K dated October 17, 
          1994.     
    
    4.5   Second Restated Agreement of Limited Partnership of Bradley Operating
          Limited Partnership, dated as of September 2, 1997, incorporated by
          reference to Bradley Operating Limited Partnership's Registration
          Statement on Form 10.     
    
    4.6   Amendment to Second Restated Agreement of Limited Partnership of
          Bradley Operating Limited Partnership, dated August 6, 1998,
          designating the 8.4% Series A Convertible Preferred Units.     
    
   *5.1   Amended Opinion of Goodwin, Procter & Hoar LLP as to the legality of
          the Securities being registered.     
    
   *8.1   Amended Opinion of Goodwin, Procter & Hoar  LLP as to certain tax
          matters.     
    
  *23.1   Updated Consent of KPMG LLP.     
   23.2   Consent of Goodwin, Procter & Hoar LLP (included in Exhibits 5.1 and
          8.1 hereto).
   24.1   Powers of Attorney (included on the signature page hereof).
    
   99.1   Registration Rights Agreement, dated January 1, 1997, by and between
          Bradley and Lexington Holding Company, incorporated by reference to
          Exhibit 99.1 of Bradley's Registration Statement on Form S-3 (No. 333-
          42357).     
    
 **99.2   Registration Rights Agreement, dated December 23, 1997, by and between
          Bradley and Spring Mall Associates Limited Partnership.     
    
 **99.3   Registration Rights Agreement, dated December 31, 1997, by and between
          Bradley and Baken Park Partners Limited Partnership.     
    
 **99.4   Registration Rights Agreement, dated September 25, 1998, by and
          between Bradley and County Line 31 Company, L.P.     

______________________

*     Filed herewith.
    
**    Previously filed on December 17, 1998 with the original draft of the
      registration statement.     

ITEM 17.  UNDERTAKINGS.

    (a) The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
    
                (i)  To include any prospectus requires by Section 10(a)(3) of
            the Securities Act of 1993, as amended (the "Securities Act")      
    
                (ii) To reflect in the prospectus any fact or events arising 
            after the effective date of registration statement (or the most 
            recent post-effective amendment thereof)      

                                      II-2
<PAGE>
               
          which, individually or in the aggregate, represent a fundamental
          change in the information set forth in the registration statement.
          Notwithstanding the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of securities offered
          would not exceed that which was registered) and any deviation from the
          low or high and of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement; and    

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the undersigned
     registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), that are
     incorporated by reference in the registration statement;

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

(b)  The registrant hereby undertakes that, for purposes of determining any
     liability under the Securities Act each filing of the registrant's annual
     report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the provisions described under Item 15 above, or
     otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission (the "Commission") such indemnification
     is against public policy as expressed in the Securities Act and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the registrant of
     expenses incurred or paid by a director, officer, or controlling person of
     the registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in connection
     with the securities being registered, the registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act and will be governed by the final adjudication of such
     issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES
    
    Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Northbrook, State of Illinois on
February 3, 1999.     

                                     BRADLEY REAL ESTATE, INC.


                                     By:   /s/ Thomas P. D'Arcy
                                        ------------------------------------
                                          Thomas P. D'Arcy, President
    
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on February 3, 1999.     


<TABLE>     
<CAPTION> 
      Name                                                  Title
      ----                                                  -----
<S>                                     <C> 
/s/ Thomas P. D'Arcy                    Chairman, President, Chief Executive
--------------------------                                              
THOMAS P. D'ARCY                        Officer and Director


                *                       Executive Vice President and Chief
--------------------------                                
IRVING E. LINGO, JR.                    Financial Officer


                *                       Controller
--------------------------
DAVID M. GARFINKLE


                *                       Director
--------------------------                
JOSEPH E. HAKIM


                *                       Director
--------------------------                
WILLIAM L. BROWN


                *                       Director
--------------------------                
STEPHEN G. KASNET


                *                       Director
--------------------------                
PAUL G. KIRK, JR.


                *                       Director
--------------------------                
W. NICHOLAS THORNDIKE


                *                       Director
--------------------------                
A. ROBERT TOWBIN

By:  /s/ Thomas P. D'Arcy
    ----------------------
     THOMAS P. D'ARCY
     Attorney-in-fact for the persons marked
     above with an asterisk
</TABLE>     

                                      II-4
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit No.     Description

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

    
   4.2    Articles Supplementary Establishing and Fixing the Rights and
          Preferences of a Series of Shares of Preferred Stock for the 8.4%
          Series A Convertible Preferred Stock of Bradley Real Estate, Inc.
          incorporated by reference to Annex B to the Proxy/Statement Prospectus
          included in Part I to Bradley's Registration Statement on Form S-4
          (No. 333-57123).     

    
   4.3    By-laws of Bradley Real Estate, Inc., incorporated by reference to
          Exhibit 3.3 of Bradley's Current Report on Form 8-K dated October 17,
          1994. 4.4 Form of Common Stock Certificate, incorporated by reference
          to Exhibit 4.1 of Bradley's Current Report on Form 8-K dated October
          17, 1994.     

    
   4.5    Second Restated Agreement of Limited Partnership of Bradley Operating
          Limited Partnership, dated as of September 2, 1997, incorporated by
          reference to Bradley Operating Limited Partnership's Registration
          Statement on Form 10.     

    
   4.6    Amendment to Second Restated Agreement of Limited Partnership of
          Bradley Operating Limited Partnership, dated August 6, 1998,
          designating the 8.4% Series A Convertible Preferred Units.     

    
  *5.1    Amended Opinion of Goodwin, Procter & Hoar LLP as to the legality of
          the Securities being registered.     

    
  *8.1    Amended Opinion of Goodwin, Procter & Hoar  LLP as to certain tax
          matters.     

    
 *23.1    Updated Consent of KPMG LLP.     
     
  23.2    Consent of Goodwin, Procter & Hoar  LLP (included in Exhibits 5.1 and
          8.1 hereto).
      
  24.1    Powers of Attorney (included on the signature page hereof).

    
  99.1    Registration Rights Agreement, dated January 1, 1997, by and between
          Bradley and Lexington Holding Company, incorporated by reference to
          Exhibit 99.1 of Bradley's Registration Statement on Form S-3 (No. 333-
          42357).     

    
**99.2    Registration Rights Agreement, dated December 23, 1997, by and between
          Bradley and Spring Mall Associates Limited Partnership.     

    
**99.3    Registration Rights Agreement, dated December 31, 1997, by and between
          Bradley and Baken Park Partners Limited Partnership.     

    
**99.4    Registration Rights Agreement, dated September 25, 1998, by and
          between Bradley and County Line 31 Company, L.P.     

______________________

*     Filed herewith.
    
**    Previously filed on December 17, 1998 with the original draft of the
      registration statement.