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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

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


                                 MARCH 10, 2000
                                (Date of Report)
                 Date of earliest event reported: MARCH 7, 2000


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




                                    MARYLAND
                 (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


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ITEM 5.  OTHER EVENTS.

         Bradley Operating Limited Partnership (the "Partnership") is the entity
through which Bradley Real Estate, Inc., a self-managed real estate investment
trust, conducts substantially all of its business and owns (either directly or
through subsidiaries) substantially all of its assets. The Partnership has
completed the offering of $75,000,000 aggregate principal amount of its 8.875%
Notes due 2006 (the "Notes") on March 10, 2000. The offering of the Notes was
made pursuant to a Prospectus Supplement dated March 7, 2000 relating to the
Prospectus dated May 14, 1998 which was originally filed with the Partnership's
shelf registration statement on Form S-3 (file no. 333-51675).

         The 2006 Notes bear interest at 8.875% per annum and will mature on
March 15, 2006. The Notes bear interest from March 10, 2000 or from the
immediately preceding Interest Payment Date (as defined below) to which interest
had been paid, payable semi- annually in arrears on March 15 and September 15 of
each year, commencing September 15, 2000 (each, an "Interest Payment Date"), to
the persons in whose name the Notes are registered in the security register on
the preceding March 1 or September 1, as the case may be. Interest on the Notes
will be computed on the basis of a 360-day year of twelve 30-day months.

         The Notes may be redeemed at any time at the option of the Partnership,
in whole or in part, at a redemption price equal to the sum of (i) the principal
amount of the Notes being redeemed plus accrued interest thereon to the
redemption date and (ii) the Make-Whole Amount (as defined in the Supplemental
Indenture No. 3 referenced below), if any, with respect to such Notes.

         The 2006 Notes are issued under an Indenture and Supplemental Indenture
No. 3, dated March 10, 2000, between the Partnership and LaSalle Bank National
Association, as Trustee. The underwriting discount for the Notes is 0.650% and
the price to the public is 99.974% of the principal amount of the Notes.

         The net proceeds to the Partnership from the sale of the Notes are
$74,318,000. The Partnership intends to use the net proceeds to reduce the
outstanding indebtedness incurred under the Operating Partnership's bank line of
credit, with the expectation that the Operating Partnership may reborrow under
the line for the purpose of funding the recently announced share repurchase
program, ongoing redevelopment initiatives, new acquisitions or development
opportunities or for other general working capital purposes.

         Delivery of the Notes was made on March 10, 2000 through the facilities
of The Depository Trust Company, against payment therefor in immediately
available funds.



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                                   SIGNATURES

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


                                      BRADLEY REAL ESTATE, INC.

Dated: March 10, 2000
                                      By: /s/ Thomas P. D'Arcy
                                          --------------------------
                                          Thomas P. D'Arcy
                                          President and Chief Executive Officer





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Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NUMBER      EXHIBIT

     1.1            Definitive Underwriting Agreement, dated March 7, 2000,
                    relating to the 8.875% Notes due 2006 (incorporated by
                    reference to Current Report on Form 8-K filed on March 10,
                    2000 by Bradley Operating Limited Partnership (file
                    number 0-23065)).

     4.1            Definitive Supplemental Indenture No. 3, dated March 10,
                    2000, between Bradley Operating Limited Partnership and
                    LaSalle Bank National Association (incorporated by reference
                    to Current Report on Form 8-K filed on March 10, 2000 by
                    Bradley Operating Limited Partnership (file number
                    0-23065)).


     4.2            Bradley Operating Limited Partnership, 8.875% Note
                    due 2006, dated March 10, 2000 (incorporated by
                    reference to Current Report on Form 8-K filed on
                    March 10, 2000 by Bradley Operating Limited
                    Partnership (file number 0-23065)).