U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

                                     FORM 3

       Filed pursuant to Section 16(a) of the  Securities  Exchange Act of 1934,
       Section  17(a)  of the  Public  Utility  Holding  Company  Act of 1935 or
       Section 30(f) of the Investment Company Act of 1940

1.     Name and Address of Reporting Person

       Westgate International, L.P.
       c/o Midland Bank Trust Corporation (Cayman) Limited
       P.O. Box 1109, Mary Street
       Grand Cayman, Cayman Islands, BWI

2.     Date of Event Requiring Statement (Month/Day/Year)

       2/2/99

3.     IRS or Social Security Number of Reporting Person (Voluntary)

4.     Issuer Name and Ticker or Trading Symbol

       Bradlees, Inc. (BRAD)

5.     Relationship of Reporting Person to Issuer (Check all applicable)

       [ ] Director [ ] Officer  (give title below) [ ] Chairman [x] 10% Owner 
          [  ] Other (specify below)

6.     If Amendment, Date of Original (Month/Day/Year)

       2/3/99 (as amended on 2/4/99)

7.     Individual or Joint/Group Filing (Check applicable line)

       [x] Form  filed by one  Reporting  Person [ ] Form filed by more than one
       Reporting Person


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Table I          Non-Derivative Securities Beneficially Owned


1.     Title of Security (Instr. 4)

       (a)   Common Stock

       (b)   9% Convertible Notes

2.     Amount of Securities Beneficially Owned (Instr. 4)

       (a)   964,013

       (b)   $3,172,700 principal amount

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

       (a)   D

       (b)   D

4.     Nature of Indirect Beneficial Ownership (Instr. 4)

             Not applicable.


Reminder:  Report on a separate line for each class of securities beneficially 
owned directly or indirectly.


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Table II  -  Derivative Securities Beneficially Owned (e.g. puts, calls, 
warrants, options, convertible securities)


1.     Title of Derivative Security (Instr. 4)

       Warrant

2.     Date Exercisable and Expiration Date (Month/Day/Year)

       Date Exercisable:   Immediately

       Expiration Date:    2/2/04

3.     Title and Amount of Securities Underlying Derivative Security (Instr. 4)

       Title:    Common Stock

       Amount or Number of Shares:     42,667

4.     Conversion or Exercise Price of Derivative Security

       $7.00

5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

       D

6.     Nature of Indirect Beneficial Ownership (Instr. 5)

       Not applicable.

Explanation of Responses:


** Intentional misstatement or omissions of facts constitute Federal Criminal 
Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

             WESTGATE INTERNATIONAL, L.P.

             By: Martley International, Inc., Attorney-in-fact


             By: /s/  Paul E. Singer                        March 16, 1999
                 ---------------------------------------------------------
                  Paul E. Singer, President

                  **Signature of Reporting Person          
 Date
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