1




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                DECEMBER 1, 1997
                                (Date of Report)
               Date of earliest event reported: November 20, 1997


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



                                    DELAWARE
                 (State or other jurisdiction of incorporation)


         1-10328                                        04-6034603
(Commission File Number)                  (I.R.S. Employer Identification No.)


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


               Registrant's telephone number, including area code:
                                 (847) 272-9800


   2




ITEM 5. OTHER EVENTS.

     Bradley Real Estate, Inc. (the "Company") has completed the offering of
990,000 shares (the "Shares") of its common stock, par value $.01 per share (the
"Common Stock") on December 1, 1997. The offering of the Shares was made
pursuant to a Pricing Supplement No. 1 dated November 24, 1997 to Prospectus
Supplement dated October 21, 1997 relating to the Prospectus dated June 11,
1997, which was originally filed with the Company's shelf registration statement
on Form S-3 (file no. 333-28167).

     The Shares were issued subject to the terms of an Underwriting Agreement
between the Company and PaineWebber Incorporated (the "Underwriter"), dated
October 21, 1997, which contemplates that the offer and sale of the Shares
thereby will be initiated by the Company through the delivery to the Underwriter
of a Securities Purchase Notice. Pursuant to such a Securities Purchase Notice
dated November 20, 1997, the Company has indicated its desire to sell the
990,000 Shares.

     The Underwriter proposes to offer the Shares to the public at $20.375 with
estimated net proceeds to the Company from the sale of the Shares of $19,342,600
after deducting the underwriting discount and expenses.

     The Company is required to contribute all proceeds from the sale of the
Shares to Bradley Operating Limited Partnership (the "Partnership") in exchange
for additional partnership units. Following such contribution, the Company
intends to cause the Partnership to use the net proceeds to reduce outstanding
indebtedness incurred under its line of credit with the expectation that the
Company and the Partnership may reborrow under the line for the acquisition,
development, renovation and expansion of properties.


   3





ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)  Financial Statements of Business Acquired:                  Not Applicable

(b)  Pro Forma Financial Information:                            Not Applicable

(c)  Exhibits

     99.1  Pricing Supplement No. 1 dated November 24, 1997
           to Prospectus Supplement dated October 21, 1997
           and Prospectus dated June 11, 1997 (incorporated
           by reference to the Pricing Supplement as filed
           by EDGAR transmission on November 26, 1997
           pursuant to Rule 424(b)(7) under the Securities
           Act of 1933, as amended).



   4





                                   SIGNATURES

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


Date: December 1, 1997                 BRADLEY REAL ESTATE, INC.



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