**Exhibit 31.2**

**CERTIFICATIONS**

I, David G. Gaw,certify that:

1.                 I have reviewedthis annual report on Form 10-K of Bradley Operating LimitedPartnership;

2.                 Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

3.                 Based on myknowledge, the financial statements and other financial information included inthis annual report fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the period presented in this annual report;

4.                 The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant, and we have:

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

(b)         [Omitted in reliance onSEC Release No. 33-8238:34-7986 Section III.E];

(c)          Evaluated theeffectiveness of the registrant’s disclosure controls and procedures, andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d)         Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

5.                 The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors;

(a)          All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting that are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize and report information;and

(b)         Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.
| March 30, 2006 | /s/  DAVID  G. GAW                                                                                                                                        |
|---------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                | David G. Gaw  Senior Vice President, Chief Financial Officer and Treasurer  (Principal Financial Officer)  Heritage-Austen Acquisition, Inc.,  General Partner |

 

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