UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549



                            Form 10-Q



       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

            OF THE SECURITIES EXCHANGE ACT OF 1934



        For the quarterly period ended November 2, 1996



               Commission file Number 1-11134



                          BRADLEES, INC.

      (Exact name of registrant as specified in its charter)



         MASSACHUSETTS                   04-3156108

(State or other jurisdiction of          (I.R.S. Employer

    incorporation or organization)       Identification Number)



                       One Bradlees Circle

                       Braintree, MA 02184

            (Address of principal executive offices)

                            (Zip Code)



                           (617) 380-3000

       (Registrant's telephone number, including area code)



                                None

            (Former name, former address and former

           fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the
past 90 days.

Yes   X     No

   ------     ------

Number of shares of the issuer's common stock outstanding as of
December 1, 1996: 11,404,620 shares.





                    Exhibit Index on Page 22

                 Page 1 of 26 (Including Exhibits)<PAGE>







INDEPENDENT ACCOUNTANTS' REPORT





To the Board of Directors and Stockholders of

           Bradlees, Inc., Debtor-in-Possession:



We have reviewed the accompanying condensed consolidated balance
sheets of Bradlees, Inc. and subsidiaries, Debtor-in-Possession
(the "Company"), as of November 2, 1996 and October 28, 1995,
and the related condensed consolidated statements of operations,
and cash flows for the thirty-nine week periods ended November
2, 1996 and October 28, 1995 and the condensed statements of
operations for the thirteen-week periods ended November 2, 1996
and October 28, 1995.  These financial statements are the
responsibility of the Company's management.  



We conducted our reviews in accordance with standards
established by the American Institute of Certified Public
Accountants.  A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. 
Accordingly, we do not express such an opinion.



Based on our reviews, we are not aware of any material
modifications that should be made to such condensed consolidated
financial statements for them to be in conformity with generally
accepted accounting principles.



As discussed in Notes 1 and 2, the Company has filed for
reorganization under Chapter 11 of the Federal Bankruptcy Code. 
The accompanying consolidated financial statements do not
purport to reflect or provide for the consequences of the
bankruptcy proceedings.  In particular, such consolidated
financial statements do not purport to show (a) as to assets,
their realizable value on a liquidation basis or their
availability to satisfy liabilities; (b) as to prepetition
liabilities, the amounts that may be allowed for claims or
contingencies, or the status and priority thereof; (c) as to
stockholder accounts, the effect of any changes that may be made
in the capitalization of the Company; or (d) as to operations,
the effect of any changes that may be made in its business.



The accompanying condensed consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern.  As discussed in Note 1 to the condensed
consolidated financial statements (and Note 1 to the annual
financial statements for the year ended February 3, 1996 (not
presented herein)), certain conditions raise substantial doubt
about the Company's ability to continue as a going concern. 
Management's plans concerning these matters are also described
in Note 1 to the respective financial statements.



We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet of
the Company as of February 3, 1996, and the related consolidated
statements of operations, stockholders' equity (deficiency), and
cash flows for the year then ended (not presented herein); and,
in our report dated March 25, 1996, we expressed an unqualified
opinion on those consolidated financial statements







                                 2<PAGE>



and included explanatory paragraphs relating to (a) the
Company's filing for reorganization under Chapter 11 of the
Federal Bankruptcy Code, (b) the Company's 1995 loss from
operations and stockholders' deficiency which raise substantial
doubt about the Company's ability to continue as a going
concern, and (c) the adoption of Statements of Financial
Accounting Standards ("SFAS") No. 112, effective January 30,
1994; and effective January 31, 1993, the adoption of SFAS No.
106, and changes in the methods of discounting workers'
compensation and general liability claims and of calculating
retail price indices used in valuing LIFO inventories.  In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of February 3, 1996 is fairly
stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.







DELOITTE & TOUCHE LLP



Boston, Massachusetts

November 19, 1996




                                3


                         BRADLEES, INC.

                        AND SUBSIDIARIES

             (Operating as Debtor-in-Possession)



               PART I - FINANCIAL INFORMATION



   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

       (Dollars in thousands except per share amounts)



                                                                
                                         13 Weeks Ended

                                        --------------

                                                                
                                  Nov. 2, 1996     Oct. 28, 1995

                                  -------------    -------------

Total sales                          $420,319          $418,656 

Leased department sales                15,863            14,529

                                     ---------          --------

Net sales                             404,456           404,127 

Cost of goods sold                    291,396           288,417 

                                     ---------          --------

Gross margin                          113,060           115,710 

Leased department and other 

  operating income                      3,475             3,459 

                                     ---------          --------

                                      116,535           119,169 

Selling, store operating, 

   administrative and 

   distribution expenses              120,741           141,694 

Depreciation and amortization expense  10,595            12,781 

Gain on disposition of property        (1,689)                - 

Interest and debt expense               1,878             2,655 

Reorganization items                    8,083            13,066 

                                     ---------          --------



Loss before income taxes              (23,073)          (51,027)

Income tax benefit                          -            12,435 



Net loss                            $ (23,073)        $ (38,592)

                                      ========          ========



Net loss per share                  $   (2.02)        $   (3.38)

                                      ========          ========





See accompanying notes to condensed consolidated financial
statements.

                                  4

                           BRADLEES, INC.

                          AND SUBSIDIARIES

                (Operating as Debtor-in-Possession)



    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

         (Dollars in thousands except per share amounts)



                                          39 Weeks Ended

                                         ---------------

                                  Nov. 2, 1996      Oct. 28, 1995

                                   ------------     -------------

Total sales                         $1,156,405        $1,248,532 

Leased department sales                 44,668            43,367 

                                   ------------     -------------

Net sales                            1,111,737         1,205,165 

Cost of goods sold                     794,767           865,488 

Gross margin                           316,970           339,677 

Leased department and other 

  operating income                       9,908            10,529 

                                   ------------     -------------

                                       326,878           350,206 

Selling, store operating, 

  administrative and distribution

   expenses                            392,715           419,696 

Depreciation and amortization 

   expense                              32,071            39,212 

Gain on disposition of property         (1,689)                - 

Interest and debt expense                6,837            19,577 

Reorganization items                    56,549            21,035 

                                   ------------     -------------



Loss before income taxes              (159,605)         (149,314)

Income tax benefit                           -            50,767 

                                   ------------     -------------

Net loss                             $(159,605)         $(98,547)

                                     ==========         =========



Net loss per share                    $ (13.99)         $ ( 8.63)

                                     ==========         =========



See accompanying notes to condensed consolidated financial
statements.



                                  5

                           BRADLEES, INC.

                         AND SUBSIDIARIES

              (Operating as Debtor-in-Possession)



         CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                      (Dollars in thousands)



                                Nov. 2,     Feb. 3,     Oct. 28,

                                 1996        1996         1995

                               --------    --------     ---------

ASSETS



Current assets:

 Unrestricted cash and cash

  equivalents                  $     -     $ 63,012      $ 65,947

 Restricted cash and cash

    equivalents                  9,030        1,194         1,083

                               --------    ---------     --------

Total cash and cash equivalents  9,030       64,206        67,030



 Accounts receivable            17,562       10,536        16,296

 Refundable income taxes             -       24,576             -

 Inventories                   339,178      282,270       413,236

 Prepaid expenses               10,458       10,008        10,915

 Deferred income taxes               -            -        27,733

  Assets held for sale           8,954        8,954             -

                               --------    ---------     --------

   Total current assets        385,182      400,550       535,210

                               --------    ---------     --------



Property, plant and equipment,

    net:

 Property excluding capital  

  leases, net                  147,987      170,247       210,859

  Property under capital 

   leases, net                  28,232       37,249        58,946

                               --------    ---------     --------

   Total property, plant and 

   equipment, net              176,219      207,496       269,805

                               --------    ---------     --------



Other assets:

 Lease interests at fair value

  and lease acquisition costs,

    net                         180,161     186,626       240,187

  Assets held for sale           10,153           -             -

  Other, net                      3,714       3,990         1,556

                               --------    ---------     --------

   Total other asset            194,028     190,616       241,743

                               --------    ---------   ----------

Total assets                   $755,429     $798,662   $1,046,758

                               =========    =========  ==========





                               (Continued)

                                    6



                         BRADLEES, INC.

                        AND SUBSIDIARIES

             (Operating as Debtor-in-Possession)



       CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                    (Dollars in thousands)



                                Nov. 2,     Feb. 3,     Oct. 28,

                                 1996        1996         1995

                               --------    --------     ---------

LIABILITIES AND

 STOCKHOLDERS' EQUITY



Current liabilities:

Accounts payable              $218,565     $148,870      $266,094

 Accrued expenses               64,661       63,735        55,303

 Short-term debt                24,000            -             -

 Current portion of capital

   lease obligations             2,110        2,602         5,019

                               --------    ---------     --------

   Total current liabilities   309,336      215,207       326,416

                               --------    ---------     --------



Long-term liabilities:

 Obligations under capital 

  leases                        47,534       53,396       40,695

 Deferred income taxes           8,581        8,581       65,504

 Other long-term liabilities    24,673       26,723       28,573

                               --------    ---------     --------

   Total long-term liabilities  80,788       88,700      134,772

                               --------    ---------     --------



Liabilities subject to 

   settlement under the 

   reorganization case         569,581      539,765      521,845



Stockholders' equity 

 (deficiency):

Common stock-11,404,620 shares

 outstanding (11,416,656 at 

  2/3/96, 11,417,524 at 

    10/28/95)

  Par value                        115          115          115

  Additional paid-in capital   137,951      137,951      137,954

Unearned compensation             (316)        (793)        (945)

Accumulated deficit           (341,371)    (181,766)     (72,899)

Treasury stock, at cost           (655)        (517)        (500)

                               --------    ---------     --------



  Total stockholders' equity

   (deficiency)                (204,276)    (45,010)      63,725 

                               ---------   ---------   ----------

 Total liabilities and

    stockholders' equity 

   (deficiency)                $755,429    $798,662    $1,046,758

                              ===========  =========   ==========



See accompanying notes to condensed consolidated financial
statements.
                                 7


                          BRADLEES, INC.

                         AND SUBSIDIARIES

               (Operating as Debtor-in-Possession)



   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                       (Dollars in thousands)

                             39 Weeks Ended

                                Nov. 2, 1996       Oct. 28, 1995

                                -------------      --------------

Cash flows from operating 

  activities:

  Net loss                         $ (159,605)         $ (98,547)

  Adjustments to reconcile net 

   loss to cash provided (used)

   by operating activities:

    Depreciation and amortization 

     expense                            32,071            39,212 

    Amortization of deferred 

     financing costs                     1,574               867 

    Deferred income taxes                   -            (50,767)

    Reorganization items                56,549            21,035 

    Changes in working capital, net     30,875           109,648 

                                     ----------        ----------

  Net cash provided (used) by 

   operating activities before 

   reorganization items                (38,536)           21,448 

                                     ----------        ----------

  Reorganization items:

   Interest income received              1,260             1,578 

   Chapter 11 professional fees paid    (8,535)             (309)

   Other reorganization expenses paid   (9,030)           (2,960)

                                     ----------        ----------

  Net cash used by reorganization

    items                              (16,305)           (1,691)

                                     ----------        ----------

Net cash provided (used) by operating 

    activities                         (54,841)           19,757 

Cash flows from investing activities:

  Capital expenditures, net            (18,625)          (15,023)

  Lease acquisition costs                    -               (64)

  Increase in restricted cash and

     cash equivalents                   (7,836)           (1,083)

                                     ----------        ----------

   Net cash used in investing 

    activities                         (26,461)          (16,170)

                                     ----------        ----------

Cash flows from financing activities:

  Payments of liabilities subject 

     to settlement                      (3,180)          (10,564)

  Deferred financing costs                (571)           (2,364)

  Net borrowings under pre-petition 

    revolver                                 -            72,500 

  Net borrowings under the DIP 

    facility                            24,000                 - 

  Principal payments on capital lease

    obligations                         (1,959)           (5,794)

  Other common stock activity, net           -               145 

  Dividends paid                             -            (1,711)

                                     ----------        ----------

    Net cash provided by financing 

     activities                         18,290            52,212 

                                     ----------        ----------

Net increase (decrease) in 

 unrestricted cash and cash 

  equivalents                          (63,012)           55,799 

Unrestricted cash and cash 

  equivalents:

   Beginning of period                  63,012            10,148 

                                     ----------        ----------



End of period                        $       -         $  65,947 

                                    ===========        ==========

Supplemental disclosure of

   cash flow information:

   Cash paid for interest and 

     certain debt fees              $   1,511         $   14,012 

   Cash  paid (received) for 

    income taxes                    $ (24,998)        $       98 

Supplemental schedule of noncash

  investing and financial 

  activities:

    Capital lease obligations 

     incurred                        $      -         $    5,669 



See accompanying notes to condensed consolidated financial
statements.




                            8


                         BRADLEES, INC.

                        AND SUBSIDIARIES

                (Operating as Debtor-in-Possession)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



1.  Basis of Presentation



     The condensed consolidated financial statements of
Bradlees, Inc. and subsidiaries, including Bradlees Stores, Inc.
(collectively "Bradlees" or the "Company"),  have been prepared
in accordance with generally accepted accounting principles
applicable to a going concern, which principles, except as
otherwise disclosed, assume that assets will be realized and
liabilities will be discharged in the normal course of business.
 The Company filed petitions for relief under Chapter 11 of the
United States Bankruptcy Code ("Chapter 11") on June 23, 1995
(the "Filing").  The Company is presently operating its business
as a debtor-in-possession subject to the jurisdiction of the
United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court").



     With respect to the unaudited condensed consolidated
financial statements for the 13 weeks (third quarter) and 39
weeks (year-to-date) ended November 2, 1996 and October 28,
1995, it is the Company's opinion that all necessary adjustments
(consisting of normal and  recurring adjustments) have been
included to present a fair statement of results for the interim
periods.  



     These statements should be read in conjunction with the
Company's financial statements (Form 10-K) for the fiscal year
ended February 3, 1996 ("fiscal 1995").  Due to the seasonal
nature of the Company's business, operating results for the
third quarter and year-to-date are not necessarily indicative of
results that may be expected for the fiscal year ending February
1, 1997 ("fiscal 1996").  Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have
been condensed or omitted, pursuant to the general rules and
regulations promulgated by the Securities and Exchange
Commission (the "SEC").



     As reflected in the condensed consolidated financial
statements, the Company incurred a year-to-date net loss of
$159.6 million in fiscal 1996 and, as reflected in its Form
10-K, a significant net loss in fiscal 1995.  The Company's
ability to continue as a going concern is dependent upon the
confirmation of a plan of reorganization by the Bankruptcy
Court, the ability to maintain compliance with debt covenants
under the DIP Facility (Note 4), achievement of profitable
operations, and the resolution of the uncertainties of  the
reorganization case discussed in Note 2.



     The Company is taking the following steps in an effort to
accomplish its goals: (a) focusing on providing value to its
customers as a function of fashion, quality and price rather
than price alone;  (b) emphasizing quality and fashion as a
means of differentiating itself from its closest competition;
(c) rebuilding its reputation for fashion leadership in apparel;
(d) expanding private label programs; (e) reducing operating
expenses by evaluating all aspects of the Company's current
expense structure; (f) implementing new promotional programs;
and (g) evaluating each store's profitability and relocating or
closing stores whose performance is inadequate.    In fiscal
1996 and 1995, the Company made changes in its merchandise
assortment and presentation in connection with these steps and
performed certain department resets in its stores.  In addition,
during fiscal 1996, the Company has reorganized its store
management structure, closed 27 unprofitable stores, and
implemented an expense reduction program in the third quarter.





                              9<PAGE>

2.  Reorganization Case



     In the Chapter 11 case, substantially all liabilities as of
the date of the Filing are subject to settlement under a plan of
reorganization to be voted upon by the Company's creditors and
stockholders and confirmed by the Bankruptcy Court.  Schedules
have been filed by the Company with the Bankruptcy Court setting
forth the assets and liabilities of the Company as of the date
of the Filing as shown by the Company's accounting records. 
Differences between amounts shown by the Company and claims
filed by creditors will be investigated and resolved.  The
ultimate amount and settlement terms for such liabilities are
subject to a plan of reorganization, and accordingly, are not
presently determinable.  The Company currently retains the
exclusive right  to file a plan of reorganization until February
1, 1997 and to solicit acceptance of a plan of reorganization
until April 2, 1997, each subject to possible extension as
approved by the Bankruptcy Court.  



     Under the Bankruptcy Code, the Company may elect to assume
or reject real estate leases, employment contracts, personal
property leases, service contracts and other executory
pre-petition leases and contracts, subject to Bankruptcy Court
approval.  A liability of approximately $49.0 million was
recorded through November 2, 1996 for rejected leases and
anticipated claims for certain closed store leases that were
expected to be rejected.  This provision may be subject to
future adjustments based on claims filed by the lessors and
Bankruptcy Court actions.  The Company cannot presently
determine or reasonably estimate the ultimate liability which
may result from the filing of claims for any rejected contracts
or from additional leases which may be rejected.  The Company
believes that it has recorded its best estimate of the provision
for rejected leases based on information currently available. 
If the other closed store leases, which are currently being
marketed for sale or assignment, are rejected, an additional
provision of up to approximately $8 million would be necessary.  



     The principal categories of claims classified as
"Liabilities subject to settlement under the reorganization
case" are identified below.  Deferred financing costs of $3.4
million, $2.0 million and $2.7 million, respectively, for the
pre-petition revolving loan facility (the "Revolver") and
subordinated debt (the "2002 and 2003 Notes") have been netted
against the related outstanding debt amounts.  In addition, a
$9.0 million cash settlement and approximately $5.5 million of
adequate protection payments have been applied to reduce the
Revolver debt amount.  The cash settlement relates to a portion
of the Company's cash balance as of the date of the Filing ($9.3
million) which was claimed as collateral by the pre-petition
Revolver bank group.  The claim was settled in full for $9.0
million and approved by the Bankruptcy Court.  All amounts
presented below may be subject to future adjustments depending
on Bankruptcy Court actions, further developments with respect
to disputed claims, determination as to the security of certain
claims, the value of any collateral securing such claims, or
other events.



Liabilities Subject to Settlement Under              (000's)

       the Reorganization Case                 November 2, 1996

-------------------------------------------    ----------------

    Accounts payable                                $167,809

    Accrued expenses                                  25,499

    Revolver                                          75,605

    2002 Notes                                       122,274

    2003 Notes                                        97,957

    Financing obligation                              17,951

    Obligations under capital leases                  13,515

    Provision for rejected leases                     48,971

                                                    --------

                                                    $569,581

                                                    ========







                               10<PAGE>

3.  Restricted Cash and Cash Equivalents



     The Company received a federal income tax refund of $24.5
million in April, 1996, $6.0 million of which, along with earned
interest, is being held in escrow pending further order of the 
Bankruptcy Court.   In addition, other funds have been
restricted for security deposits for utility expenses ($1.2
million) incurred after the Filing and for forfeited deposits
($1.7 million) received in the third quarter on a planned sale
of an owned undeveloped property that was not consummated.



4.  Debt



     As a result of the Filing, most long-term debt obligations
were classified as liabilities subject to settlement (Note 2). 
No principal or interest payments are made on any pre-petition
debt (excluding certain capital leases) without Bankruptcy Court
approval or until a reorganization plan defining the repayment
terms has been approved.  During fiscal 1995, the Company
received Bankruptcy Court approval to make certain adequate
protection payments to the pre-petition bank group.  The
adequate protection payments, a cash settlement, and deferred
financing costs have been netted against the related outstanding
debt amounts (Note 2).  



     Generally, interest on pre-petition debt ceases accruing
upon the filing of a petition under the Bankruptcy Code; if,
however, the debt is collateralized by an interest in property
whose value (minus the cost of preserving such property) exceeds
the amount of the debt, post-petition interest may be payable. 
On June 25, 1996, the Bankruptcy Court approved an agreement
between the Company and BTM Capital Corporation ("BTM") that
fixed the secured claim of BTM in the initial amount of $2.25
million, subject to reduction for adequate protection payments
also approved by the Bankruptcy Court.  No other determination
has yet been made regarding the value of the property interests
which collateralize various debts.  Although interest may be
paid pursuant to an order of the Bankruptcy Court, it is
uncertain whether any post-petition interest will be payable or
paid.  The Company believes at this time that it is unlikely
that such interest will be paid.  Contractual interest expense
not recorded on certain pre-petition debt (the Revolver, 2002
Notes and 2003 Notes) totaled approximately $8.1 and $24.3
million for the fiscal 1996 third quarter and year-to-date,
respectively, and approximately $5.7 and $11.3 million,
respectively, for the fiscal 1995 third quarter and year-to-date
subsequent to the Filing.



     The Company has a Debtor-in-Possession Revolving Credit and
Guaranty Agreement (the "DIP Facility") in the aggregate amount
of $200 million with Chase Manhattan Bank, as Agent, and Societe 

Generale, as co-Agent, under which the Company is allowed to
borrow or obtain letters of credit (in an aggregate amount of
$125 million) for general corporate purposes, working capital
and inventory purchases.  Short-term borrowings under the DIP
Facility were $24.0 million on November 2, 1996.  The average
effective interest rate for this year's third quarter under the
DIP Facility was 7.5%.  Trade and standby letters of credit
outstanding under the DIP Facility at November 2, 1996 were $7.3
and $32.9 million, respectively, and $20.3 and $16.0 million,
respectively, at October 28, 1995.  In addition, as of October
28, 1995, trade and standby letters of credit under the Revolver
were $1.0 and $20.6 million, respectively.



     At the Company's option, the Company may borrow under the
DIP Facility at the Alternate Base Rate (as defined) plus .25%
or at the Adjusted LIBO Rate (as defined) plus 1.5%.  The
maximum borrowing, up to $200 million, is limited to 60% of the
Eligible Book Value of Inventory (as defined).  Although there
is no compensating balance, the Company is required to pay a
commitment fee of .5% per annum of the unused portion of the 
DIP Facility.



                                 11



<PAGE>
  The DIP Facility contains restrictive covenants including,
among other things, limitations on the incurrence of additional
liens and indebtedness, limitations on capital expenditures and
the sale of assets, the maintenance of minimum operating
earnings ("EBITDA") and inventory levels, and a prohibition on
paying dividends.  Certain of the covenants were amended in
March and September, 1996.  As of November 2, 1996, the Company
is in compliance with the DIP Facility covenants.



     The lender  under the DIP Facility has a "super-priority"
claim against the estate of the Company.  The DIP Facility
expires on the earlier of June 23, 1997 or the substantial
consummation of a reorganization plan that is confirmed by the
Bankruptcy Court.



5.  Income Taxes



     The Company provides for income taxes under the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes".   On an interim basis, the
Company provides for income taxes using the estimated annual
effective rate method.  The Company currently does not expect to
recognize an annual income tax expense or benefit in fiscal
1996.  The Company received a federal income tax refund of $24.5
million in April, 1996 for income taxes previously paid.



6. Reorganization Items



    The Company provided for or incurred the following expense
and income items during the thirteen and thirty-nine weeks ended
November 2, 1996 and for the corresponding periods of the prior
year, directly associated with the Chapter 11 reorganization
proceedings and the resulting restructuring of its operations:





                                         (000's)

                          13 Weeks  13 Weeks  39 Weeks  39 Weeks

                           Ended      Ended    Ended      Ended

                          11/2/96   10/28/95   11/2/96  10/28/95

                          --------  ---------  -------- --------

Professional fees         $3,000     $2,950    $5,500    $8,200

Interest income             (269)    (1,337)   (1,260)   (1,578)

Provision for rejected 

   leases                      -      6,579    30,000     6,579 

Asset write-downs              -      2,178    10,232     2,178 

Change in estimate for  

inventory impairment           -          -    (1,000)        - 

Reserve for occupancy and 

  other store closing costs    -          -     3,560         - 

Termination benefits       5,352          -     9,517         - 

Chapter 11 customer 

    discounts                  -          -         -      2,960

Provision for retention 

   bonuses                     -      2,696         -      2,696

                          ------    --------  -------    --------

                          $8,083    $13,066   $56,549    $21,035

                          =======   ========  ========    ======



     Professional fees and Interest income:   Professional fees
represent estimates of expenses incurred in the periods,
primarily for legal, consulting and accounting services provided
to the Company and the creditors committee (which are required
to be paid by the Company while in Chapter 11).  Interest income
represents interest earned on the cash accumulated and invested
during the Chapter 11 proceeding.



                                 12

<PAGE>

     Provision for rejected leases and asset write-downs:  In
July, 1996, the Company approved a restructuring plan to close
14 additional stores (the "Fall 1996 Closed Stores") in the
third quarter of fiscal 1996.  In connection with this plan, the
Company recorded a provision of $30 million of claim estimates
in the second quarter for the expected rejection of 10 of the
closed store leases, 6 of which have now been rejected.  If all
of the 13 closed store leases (one of the Fall 1996 Closed
Stores is owned) are rejected, the provision would increase by
approximately $8 million.  All closed store leases not yet
rejected are being marketed for sale or assignment.  



     In addition, the Company wrote down closing store net
assets of $6.3 million in July, 1996, including capital lease
assets and the associated obligations and a write-down of the
land and building at the Company's Providence, RI store to the
estimated net realizable value.  The net realizable value of
this property has been classified as a long-term asset held for
sale.  In April, 1996, the Company decided not to open a
previously planned new store.  As a result of this decision, the
carrying  value of the associated property exceeded the
estimated net realizable value and a charge of $3.9 million was
recorded in the first quarter of fiscal 1996.  The net
realizable value of this property was also classified as a
long-term asset held for sale.  



     During the quarter ended October 28, 1995, the Company
rejected certain leases, including the leases for two stores
that had been planned to open in fiscal 1995.  In connection
with the lease rejections, the Company recorded an estimated
liability of $6.6 million and related asset writeoffs of $2.2
million, primarily for leasehold improvements.



     Reserve for inventory impairment:  The change in the
reserve for inventory impairment (originally accrued in fiscal
1995) was recorded in the first quarter of fiscal 1996 due to a
revised (lower) estimate of the incremental markdowns required
to liquidate the inventory at 13 closed stores (the "Spring 1996
Closed Stores").  An additional reserve for inventory impairment
of $5.9 million was recorded and charged to cost of goods sold
at August 3, 1996, for the Company's best estimate of the
incremental markdowns required to liquidate the inventory at the
Fall 1996 Closed Stores, in accordance with the retail inventory
method.  The fiscal 1995 reserve for inventory impairment was
classified as a restructuring charge; however the reserve
established for the Fall 1996 Closed Stores was charged to cost
of sales as a result of an SEC staff announcement at the July
18, 1996 meeting of the Emerging Issues Task Force.  At that
meeting, the staff announced that they believe inventory
markdowns attributable to a restructuring or exit plan should be
classified in the income statement as a component of cost of
sales.  The "going out of business" (GOB) sales at the Fall 1996
Closed Stores commenced in August, 1996 and were completed in
October, 1996.  The Company realized approximately $30 million
in cash for the inventory after payment of direct GOB expenses
(excluding occupancy, severance pay and certain other indirect
costs), as compared to approximately $21 million realized from
the Spring 1996 Closed Stores' GOB sales.



     Store closing costs:  The Company established reserves
totaling $3.6 million at August 3, 1996 for occupancy and other
closing costs, $.6 million of which were paid in the third
quarter.



     Termination benefits:  Termination benefits of $5.4 million
for the third quarter included $1.2 million of estimated
severance (the majority of which was paid in the third quarter)
for approximately 738 store positions eliminated as a result of
the Fall 1996 Closed Stores and $4.2 million of estimated
severance and benefits, including $1.7 million paid
year-to-date, respectively, for 63 corporate office positions
eliminated.  



                                13

<PAGE>

The year-to-date provision for termination benefits of $9.5
million also includes $3.0 million for 287 store, district and
regional positions eliminated as a result of the February, 1996
store management reorganization and $1.1 million for
approximately 660 store positions eliminated as a result of the
Spring 1996 Closed Stores.  A significant portion of these
amounts were paid in the first half of fiscal 1996.



     Chapter 11 customer discounts:  The "Chapter 11 customer
discounts" recorded in fiscal 1995 represented a special 5%
discount that was provided to customers during a two-week period
following the Filing to retain customer loyalty and to
compensate customers for the inconvenience of unavailable
merchandise.



     Provision for retention bonuses:  During October, 1995, the
Bankruptcy Court approved the Company's Retention Bonus Plan
(the "Plan") that provided for, among other things, management
bonuses for continued employment during the first fiscal year of
Chapter 11 reorganization.  Thereafter, the Plan provides
incentives and rewards for performance that meets or exceeds
established levels, as well as for continued employment.  The
fiscal 1995 year-to-date provision of $2.7 million represented
the Chapter 11-related portion of the bonuses earned under the
Plan following the Filing and earned under assumed and amended
executive contracts also approved by the Bankruptcy Court.  In
fiscal 1996, earned bonuses under the Plan are being charged to
selling, store operating, administrative and distribution
expenses.  



     Closed store results:  Net sales and operating losses
(losses exclusive of any home office expense allocation and
prior to interest expense, income taxes and reorganization
items) from the closed stores for this year's interim periods
presented were (in 000's):



                         Fall 1996                Spring 1996 

                      Closed Stores               Closed Stores

                   -------------------------      --------------

                   13 Weeks       39 Weeks           39 Weeks

                     Ended         Ended               Ended

                 Nov. 2, 1996   Nov. 2, 1996        Nov. 2, 1996

                 ------------   ------------        -------------

Net sales         $39,759         $103,095             $32,821 

Operating income

   (loss)             410(a)       (18,548)             (5,778)



     (a)  Includes a positive adjustment of $7.1 million
associated with utilization of markdown reserves established in
prior periods for the GOB sales.



    Historical net sales and operating results for fiscal 1995
and 1994 for the Fall 1996 Closed Stores and the Spring 1996
Closed Stores were reported in the Company's Form 10-Q for the
quarter ended August 3, 1996 and Form 10-K for fiscal 1995,
respectively.



7.  Change in Accounting Estimate



     The Company is primarily self-insured for workers'
compensation and general liability costs.  An actuarial study of
the self-insurance reserves was completed in October, 1996,
using a discount rate of 6.0% compared to 5.3% at February 3,
1996. As a result of the study, the reserves were reduced by
$5.0 million with corresponding reductions of $4.3 and $.7
million in SG&A expenses (selling, store operating,
administrative and distribution expenses) and interest expense,
respectively, in the third quarter.



8.  Statement of  Financial Accounting Standards No. 123



    In October, 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation", effective for
fiscal 1996.  SFAS No. 123 encourages, but does not require, the
recognition of compensation expense for the fair value of stock 



                                14<PAGE>

option and other equity instruments issued to employees.  The
Company did not adopt the fair-value provisions of SFAS 123 and
will continue accounting for its stock-based transactions in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees".  The pro forma
disclosures required by SFAS No. 123 will be presented, if
material, in the notes to the Company's fiscal 1996 annual
financial statements.



                                15



                          BRADLEES, INC.

                        AND SUBSIDIARIES

               (Operating as Debtor-in-Possession)



            MANAGEMENT'S DISCUSSION AND ANALYSIS OF

        FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations

---------------------

Results of operations, summarized in millions of dollars and
expressed as a percentage of net sales, were as follows for the
13 weeks and 39 weeks ended November 2, 1996 ("Third Quarter
1996" and "Year to Date 1996", respectively) and for the 13
weeks and 39 weeks ended October 28, 1995 ("Third Quarter 1995"
and "Year-to-Date 1995", respectively):



                                                                
                            13 Weeks Ended      39 Weeks Ended

                           -----------------   ------------------

                          11/2/96  10/28/95    11/02/96  10/28/95

                          -------- --------    --------  --------

Dollars in millions except 

 per share amounts)

Total sales              $ 420.3     418.6     $1,156.4  $1,248.5

Leased department sales     15.8      14.5         44.7      43.3

                          --------   --------  --------  --------

Net sales                  404.5     404.1   1,111.7      1,205.2

Cost of goods sold         291.4     288.4     794.7        865.5

                         --------   -------- --------     --------

Gross margin               113.1     115.7     317.0        339.7

Leased department and other

  operating income           3.4       3.5       9.9         10.5

                        --------    --------   --------  --------

                           116.5     119.2     326.9        350.2

Selling, store operating, 

  administrative and 

  distribution expenses    120.7      141.7       392.7    419.7

Depreciation and 

  amortization expense      10.6       12.8        32.1     39.2

Gain on disposition of 

   property                 (1.7)         -        (1.7)       -

Interest and debt expense    1.9        2.7         6.8     19.6

Reorganization items         8.1       13.0        56.6     21.0

                         --------   --------   --------  --------

Loss before income taxes   (23.1)     (51.0)     (159.6)  (149.3)

Income tax benefit             -       12.4           -     50.8

                         --------   --------   --------  --------

Net loss                  $(23.1)    $(38.6)    $(159.6)  $(98.5)

                         ========   =========   ======== ========

Net loss per share        $(2.02)   $ (3.38)    $(13.99)  $(8.63)

                         ========   =========   ======== ========

Total sales increase 

(decrease):

   All stores               0.4%       (10.1)%    (7.4)%   (2.9)%

Comparable stores           5.0%       (17.2)%    (5.5)%  (11.8)%



Number of stores in 

operation at end of period  110          136        110      136











                                  16

<PAGE>
                          BRADLEES, INC.

                         AND SUBSIDIARIES

                 (Operating as Debtor-in-Possession)

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations (Cont.)



                                                                
                             13 Weeks Ended       39 Weeks Ended

                         -------------------  -------------------

                         11/2/96    10/28/95   11/02/96  10/28/95

                         --------   --------   --------  --------

As a percentage of net sales,

  results were as follows:



Net sales                 100.0%     100.0%       100.0%   100.0%

Cost of goods sold         72.0       71.4         71.5     71.8

                        --------   --------    --------  --------

Gross margin               28.0       28.6         28.5     28.2

Leased department and other

   operating income         0.8        0.9          0.9      0.9

                        --------   --------     -------- --------

                           28.8       29.5         29.4     29.1



Selling, store operating, 

 administrative and 

  distribution expenses    29.8       35.1         35.3     34.8

Depreciation and 

amortization                2.6        3.1          2.9      3.3

Gain on disposition of 

property                   (0.4)         -         (0.2)       -

Interest and debt expense   0.5        0.7          0.6      1.6

Reorganization items        2.0        3.2          5.2      1.8

                         --------   --------     --------  ------



Loss before income taxes   (5.7)     (12.6)       (14.4)   (12.4)

Income tax benefit            -        3.1            -      4.2

                         --------  --------     -------- --------

Net loss                   (5.7)%     (9.5)%      (14.4)%   (8.2)%

                         ========   ========    ========  =======





                                   17

<PAGE>
    The following discussion, as well as other portions of this
document, includes certain statements which are or may be
construed as forward looking about the Company's business, sales
and expenses, and operating and capital requirements.  Any such
statements are subject to risks that could cause the actual
results or requirements to vary materially.



    Total sales for Third Quarter 1996 increased $1.7 million or
 .4% from Third Quarter 1995 due primarily to a 5.0% increase in
comparable store sales (including leased department sales)
offset by the sales loss from 13 stores closed during this year
prior to the third quarter (1 store closed in February and 12
stores closed in June).  Fourteen additional stores closed in
October, 1996, with no significant impact on Third Quarter 1996
sales compared to Third Quarter 1995.  The increase in
comparable store sales was due primarily to an increase in
promotional activity and last year's merchandise disruptions
that followed the Chapter 11 filing.  Comparable store sales for
the fiscal month of November, 1996 (the four weeks ended
November 30, 1996) were flat compared to November, 1995 and
below planned levels.



    Total sales for Year-to-Date 1996 declined $92.1 million or
7.4% from Year-to-Date 1995 due primarily to a 5.5% decrease in
comparable store sales and the 13 closed stores.  The major
causes for the year-to-date decline in comparable store sales
were the difficulties in promptly offsetting the sales loss from
discontinued merchandise categories and the weak retail market
during the first half of this year, particularly in apparel.  As
part of new merchandising and marketing strategies, the Company
has emphasized lower-volume, higher-margin products in its
merchandise mix and in its advertising, with less emphasis on
higher-volume, lower-margin commodity products. The Company is
taking these steps as part of its plan (summarized in Note 1 to
the financial statements) to improve the Company's performance.  



    Gross margin declined $2.6 million or .6% as a percentage of
net sales in Third Quarter 1996 from Third Quarter 1995, due
primarily to higher markdowns associated with increased
promotional activity, partially offset by an increase in the
overall initial markup.  The increase in markup is a function of
the move toward higher-quality, higher-margin merchandise.   



    Gross margin for Year-to-Date 1996 declined $22.7 million
but increased .3% as a percentage of net sales from Year-to-Date
1995.  The gross margin dollar decline was due to the impact of
lower year-to-date sales and a $5.9 million markdown provision
recorded in the second quarter for the 14 stores closed in
October, partially offset by the favorable impact from the
higher year-to-date gross margin rate.  The year-to-date gross
margin rate increase was due primarily to a higher overall
initial markup, partially offset by a higher markdown rate and
the $5.9 million markdown provision.



    Leased department and other operating income remained
approximately the same in Third Quarter 1996 compared to Third
Quarter 1995 due to a 14.3% increase in comparable store shoe
sales offset by the impact from the closed stores and the
absence of layaway income (included in other operating income)
resulting from the Third Quarter 1995 discontinuance of the
layaway program.  Year-to-Date 1996 leased department and other
operating income declined $.6 million but remained the same as a
percentage of net sales compared to Year-to-Date 1995.  The
year-to-date dollar decline was due primarily to the closed
stores and discontinuance of the layaway program, while the
percentage of net sales remained the same due primarily to a
6.4% increase in Year-to-Date 1996 comparable store shoe sales.





                               18



<PAGE>
    Selling, store operating, administrative and distribution
("SG&A") expenses declined $21.0 million and 5.3% as a
percentage of net sales in Third Quarter 1996 compared to Third
Quarter 1995.  The decline in SG&A expenses was due primarily
to: (a) the closed stores, (b) store labor expense reductions
resulting from the store management reorganization initiated in
February, 1996, (c) expense reductions begun last year  in store
operations, logistics, asset protection, and certain home office
functions, (d) a $4.3 million credit in October, 1996 for a
reduction in the Company's workers' compensation and general
liability reserves, and (e) various other decreases in SG&A
expenses associated with an expense reduction program
implemented in Third Quarter 1996.  These SG&A reductions were
partially offset by higher advertising expenses and expenses
associated with additions and expansion of certain home office
functions (e.g. planning and allocation and store design and
visual presentation).  The reduction in the self-insurance
reserves for workers' compensation and general liability claims
was recorded as a result of the findings of an actuarial
analysis completed in October, 1996 (Note 7).  



    Year-to-Date 1996 SG&A expenses declined $27.0 million but
increased .5% as a percentage of net sales from Year-to-Date
1995.  The year-to-date SG&A dollar decline was due primarily to
the Third Quarter 1996 SG&A decline discussed above, as well as
the expense reduction initiatives in effect for the first half
of this year.  The year-to-date SG&A increase as a percentage of
net sales was due to the lower sales base.  The Company is
planning further SG&A expense reductions for next year in an
attempt to lower the SG&A rate to a more effective and
competitive level.



    Depreciation and amortization expense decreased $2.2 and
$7.1  million or .5% and .4% as a percentage of net sales in
Third Quarter and Year-to-Date 1996, respectively,  compared to
Third Quarter and Year-to-Date 1995, due primarily to the fiscal
1995 adoption of SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
and the associated reduction of $99.4 million in the depreciable
and amortizable bases of certain long-lived assets as of
February 3, 1996.  



    The Company recognized a $1.7 million gain in Third Quarter
1996 relating to forfeited deposits received on a planned sale
of undeveloped property in Westbury, NY, that was not
consummated because the prospective buyer could not obtain the
necessary financing.  This property continues to be included in
assets held for sale (current portion) and the funds received
are included in restricted cash.



    Interest and debt expense declined $.8 and $12.8 million or
 .2% and 1.0% as a percentage of net sales in Third Quarter and
Year-to-Date 1996, respectively, compared to Third Quarter and
Year-to-Date 1995.  The Third Quarter 1996 decline in interest
and debt expense was due primarily to a $.7 million credit
resulting from a change in the rate to 6.0%, from 5.3%, used to
discount the self-insurance reserves (Note 7) in October, 1996. 
The year-to-date decline was due to the discontinuance of
accruing interest on substantially all pre-petition debt after
the Chapter 11 filing.  Interest and debt expense in
Year-to-Date 1995 included interest costs prior to the filing on
the borrowings under the Company's pre-petition revolver and
certain other debt now classified as liabilities subject to
settlement.  



    Reorganization items of $8.1 and $56.6 million incurred for
Third Quarter and Year-to-Date 1996, respectively, and $13.0 and
$21.0 million for Third Quarter and Year-to-Date 1995,
respectively,  relate to the Chapter 11 proceedings and related
restructuring and are discussed in Note 6.  



    The Company did not record an income tax provision in Third
Quarter and Year-to-Date 1996 due to the current expectation of
no income tax expense or benefit for fiscal 1996.  The Company
recorded income tax benefits of $12.4 and $50.8 million in Third
Quarter and Year-to-Date 1995, respectively.





                                19



<PAGE>
Liquidity and Capital Resources



    The Company had outstanding borrowings of $24 million at
November 2, 1996, exclusive of the issuance of letters of
credit, under the Company's DIP Facility (Note 4).  Such
borrowings peaked at $34 million and averaged $6.5 million
during Third Quarter 1996.  The Company currently expects direct
borrowings under its DIP Facility to peak at approximately $33
million during the fourth quarter and be paid off by Christmas. 
There were no direct borrowings under the DIP Facility prior to
Third Quarter 1996.



    The Company's liquidity, which was limited in the weeks
prior to the Chapter 11 filing in June, 1995, improved
dramatically after the filing due to the nonpayment of virtually
all pre-petition liabilities.  In fiscal 1995, prior to the
filing, borrowings under the pre-petition revolver peaked at
$99.5 million and averaged $84.3 million.  Borrowings
outstanding under the pre-petition revolver were $93.5 million,
exclusive of outstanding letters of credit, at the time of the
filing.  



    Other than payments made to certain creditors approved by
the Bankruptcy Court as adequate protection payments, principal
and interest payments on indebtedness incurred prior to the
filing, exclusive of certain capital lease obligations, have not
been made and will not be made without Bankruptcy Court approval
or until a reorganization plan defining the repayment terms has
been confirmed by the Bankruptcy Court.  Virtually all
pre-petition indebtedness of Bradlees is subject to settlement
under the reorganization case as a result of the filing.  



    In Year-to-Date 1996, cash flows used by operations before
reorganization items was $38.5 million, compared to $21.4
million of cash provided by operations before reorganization
items in Year-to-Date 1995.  Net cash used by reorganization
items (Note 6) in Year-to-Date 1996 was primarily the result of
professional fees and termination benefits.  Components of
restricted cash are discussed in Note 3.  The net cash used of
$38.5 million prior to reorganization items in Year-to-Date 1996
was primarily the result of the operating loss incurred,
partially offset by a federal income tax refund of $24.5 million
received in April, 1996 and the proceeds from going-out-of
business sales at 27 closed stores.  The income tax refund is
included in "changes in working capital, net" in the
consolidated statement of cash flows.  The Year-to-Date 1995 net
cash provided of $21.4 million  prior to reorganization items
was due to the non-payment of virtually all pre-petition
liabilities, partially offset by the operating loss incurred.  



    Inventories at November 2, 1996, declined $74.1 million from
October 28, 1995, due primarily to the closed stores, but
increased $56.9 million from February 3, 1996, due to a normal
seasonal build-up, partially offset by the impact of the closed
stores.  Accounts payable, exclusive of amounts subject to
settlement, at November 2, 1996, declined $47.5 million from
October 28, 1995, due primarily to the closed stores, but
increased $69.7 million from February 3, 1996 due to the
associated normal seasonal build-up of inventories, partially
offset by the impact of the closed stores.    



    Accounts receivable at November 2, 1996, increased $7.0 and
$1.3 million from February 3, 1996 and October 28, 1995,
respectively, due primarily to higher credit card receivables
resulting from a November 1, 1996 one-day sale, partially offset
by the impact of the closed stores.  Accrued expenses at
November 2, 1996, were $.9 and $9.4 million higher than at
February 3, 1996 and October 28, 1995, respectively, due
primarily to certain reserves established for the store closings
and termination benefits (Note 6), partially offset since
February 3, 1996 by lower self-insurance reserves.







                              20

<PAGE>
    The assets held for sale (current portion) are comprised of
three properties, including one owned undeveloped property and
two closed store leases currently expected to be sold within a
year.  The long-term assets held for sale are comprised of one
closed store site and one previously planned new store site that
were financed and currently expected to take longer than a year
to sell.  The current estimated net realizable values for the
two financed properties are less than the associated financing
obligations included in liabilities subject to settlement.  Any
sales proceeds from those properties are expected to be utilized
to reduce the obligations.



    The Company incurred capital expenditures of $18.6 million
in Year-to-Date 1996, primarily for systems improvements and
merchandise fixtures,  compared to $15.0 million in Year-to-Date
1995.  For all of fiscal 1996, the Company expects total capital
expenditures to be approximately $30 million, primarily for
management information systems, merchandise fixtures, and
various store improvements. The Company currently expects to
finance these expenditures through internally-generated funds.



    The Company believes that the availability of its DIP
Facility, together with the Company's available cash and
expected cash flows from fourth quarter operations and beyond,
will enable Bradlees to fund its expected needs for working
capital, capital expenditures and debt service requirements
during the Chapter 11 proceedings.  Achievement of expected cash
flows from operations is dependent upon the Company's attainment
of operating results that are reasonably consistent with its
financial plans.  As previously mentioned , November's sales
were below planned levels.  The Company's year-to-date operating
results were also below plan.  The Company is in the process of
making adjustments to its business plans, including further
reductions in SG&A expenses discussed above under "Results of
Operations", to generate the necessary cash flows to fund its
expected future needs.

















                                 21



BRADLEES, INC.

AND SUBSIDIARIES



PART II - OTHER INFORMATION



Item 6. - Exhibits and Reports on Form 8-K



(a)  Index to Exhibits





Exhibit No.                  Exhibit                     Page No.



    11     Computation of earnings per share.            24, 25



    15     Letter re:  unaudited interim financial 

              information.                                   26



7(b)  Reports on Form 8-K



      The following reports on Form 8-K were filed during the

      quarterly period ended November 2, 1996:



                                    Item

   Date of Report  Date of Filing  Number      Description

   -------------- --------------- ------  -------------------



   August 9, 1996  August 9, 1996    5     Disclosure of 

                                           planned closing of

                                           14 stores.



   Sept. 17, 1996  Sept. 19, 1996    5     Disclosure of second

                                           quarter fiscal 1996

                                           results compared to

                                           plan and revised

                                           financial plan for

                                           the second half of

                                           fiscal 1996.







                                22



<PAGE>

                          BRADLEES, INC.

                        AND SUBSIDIARIES



                            SIGNATURES

                            ----------





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





                                 BRADLEES, INC.





Date:  December 13, 1996         By  /s/ MARK A. COHEN   

                                 --------------------------------

                                 Mark A. Cohen

                                 Chairman and Chief Executive

                                  Officer







Date: December 13, 1996           By  /s/ PETER THORNER  

                                  -------------------------------

                                  Peter Thorner

                                  President, Director and Chief

                                   Operating Officer







Date:  December 13, 1996         By  /s/ CORNELIUS F. MOSES III  

                                 --------------------------------

                                 Cornelius F. Moses III

                                 Senior Vice President, Chief

                                 Financial Officer











                               24



<PAGE>

                          BRADLEES, INC.          EXHIBIT 11

                         AND SUBSIDIARIES         Page 1 of 2



                (Operating as Debtor in Possession)

           COMPUTATION OF EARNINGS PER SHARE UNAUDITED)

         (Amounts in thousands except per share amounts)



                                 13 Weeks Ended    13 Weeks Ended

                                     11/2/96            10/28/95

                                  --------------   --------------

Primary Loss Per Share

----------------------

Net loss                              ($23,073)        ($38,592)

                                      =========        ==========



Weighted average number of shares

    outstanding                         11,406           11,418

Incremental shares for assumed 

  exercise of stock options                  -                 -

                                      ----------       ---------

Total common shares and commmon

    share equivalents                    11,406          11,418

                                      =========        ==========



Net earnings (loss) per share            ($2.02)         ($3.38)

                                      =========        ==========

Fully Diluted Loss Per Share (1)

Net loss                              ($23,073)        ($38,592)

                                      =========        ==========



Weighted average number of shares

     outstanding                       11 ,406            11,418

Incremental shares for assumed 

   exercise of stock options                 -                 -

                                      ----------       ---------

Total common shares and common share

   equivalents                          11,406            11,418

                                      =========        ==========

Fully diluted net loss per share        $(2.02)           $(3.38)





(1)The information in this exhibit is provided in accordance with

   Item 601 of Regulation S-K, although such information is not

   required by Paragraph 14 of Accounting Principles Board

   Opinion No. 15.







                                25

<PAGE>
                             BRADLEES, INC.          EXHIBIT 11

                            AND SUBSIDIARIES         Page 2 of 2



                (Operating as Debtor in Possession)

           COMPUTATION OF EARNINGS PER SHARE UNAUDITED)

         (Amounts in thousands except per share amounts)



                                 39 Weeks Ended    39 Weeks Ended

                                     11/2/96          10/28/95

                                  --------------   --------------

Primary Loss Per Share

----------------------

Net Loss                              ($159,605)        ($98,547)

                                      ==========       ==========



Weighted average number of shares

  outstanding                            11,411           11,418

Incremental shares for assumed

   exercise of stock options                -                -

                                      ----------       ---------

Total common shares and common share

    equivalents                          11,411           11,418

                                      ==========       ==========



Net earnings (loss) per share           ($13.99)          ($8.63)

                                      ==========       ==========



Fully Diluted Loss Per Share (1)

---------------------------------

Net Loss                              ($159,605)        ($98,547)

                                      ==========         ========



Weighted average number of shares

  outstanding                            11,411           11,418

Incremental shares for assumed

   exercise of stock options                  -                -

                                      ----------       ---------

Total common shares and common share

    equivalents                          11,411           11,418

                                      ==========       ==========


Fully diluted
Net earnings (loss) per share           ($13.99)          ($8.63)

                                      ==========       ==========



(1) The information in this exhibit is provided in accordance
with Item 601 of Regulation S-K, although such information is
not required by Paragraph 14 of Accounting Principles Board
Opinion No. 15.



                                 26                                
                                                            Exhibit 15


Deloitte &

  Touche LLP

-----------------                   --------------------------- 

 125 Summer Street                        Telephone:
(617)261-8000

 Boston, Massachusetts 02110-1617         Facsimile:
(617)261-8111







November 19, 1996







Bradlees, Inc.

One Bradlees Circle

Braintree, MA 02184



We have made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of
the unaudited interim financial information of Bradlees, Inc.
and subsidiaries, Debtor-in-Possession, for the 39-week and
13-week periods ended  November 2, 1996 and October 28, 1995 as
indicated in our report dated November 19, 1996 (which included
explanatory paragraphs relating to (a) the Company's filing for
reorganization under Chapter 11 of the Federal Bankruptcy Code,
and (b) certain conditions which raise substantial doubt about
the Company's ability to continue as a going concern);  because
we did not perform an audit, we expressed no opinion on that
information.



We are aware that our report referred to above, which is
included in your Quarterly Report on Form 10-Q for the quarter
ended November 2, 1996, is incorporated by reference in
Registration Statement Nos. 33-64850, 33-64858, 33-80896,
33-86954, 33-86956 and 33-92178.



We also are aware that the aforementioned report, pursuant to
Rule 436(c) under the Securities Act of 1933, is not considered
a part of the Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of  Sections 7 and 11 of that Act.



/s/ Deloitte & Touche LLP

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Deloitte Touche

Tohmatsu

International      

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