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

                       STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[X]  Check box if no longer subject to Section 16.  Form 4 or Form 5 obligations
     may continue.  See Instruction 1(b)


                                     FORM 4

       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

       Elliott Associates, L.P.
       712 Fifth Avenue
       New York, New York 10019

2.     Issuer Name and Ticker Trading Symbol

       Bradlees, Inc. (BRAD)

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

4.     Statement for (Month/Day/Year)

       3/99

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

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

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

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 Acquired, Disposed of, or Beneficially Owned

1.     Title of Security (Instr. 3)

             (a) and (b)   Common Stock

2.     Transaction Date (Month/Day/Year)

             (a) 3/19/99

             (b) 3/22/99

3.     Transaction Code (Inst. 8)

       Code

             (a) S

             (b) S

       V

4.     Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

             (a) Amount                60,000
                    (A) or (D)         D
                    Price              $3.11

             (b) Amount                7,636
                    (A) or (D)         D
                    Price              $3.49

5.     Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

             (a) and (b)   389,473 shares of Common Stock

6.     Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

             (a) and (b)   D

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

             N/A


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


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


1.     Title of Derivative Security (Instr. 3)

2.     Conversion or Exercisable Price of Derivative Security

3.     Transaction Date (Month/Day/Year)

4.     Transaction Code (Instr. 8)

       Code
       V

5.     Number of Derivative Securities Acquired (A) or Disposed of (D) 
       (Instr. 3, 4 and 5)

       (A)
       (D)

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

       Date Exercisable
       Expiration Date

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

       Title
       Amount or Number of Shares

8.     Price of Derivative Security (Inst. 5)

9.     Number of Derivative Securities Beneficially Owned at End of Month 
       (Instr. 4)

10.    Ownership Form of Derivative Security: Direct (D) or Indirect (I) 
       (Instr. 4)

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

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).

             ELLIOTT ASSOCIATES, L.P.


             By: /s/ Paul E. Singer                             April 6, 1999
             ----------------------------------------------------------------
             Paul E. Singer, General Partner
             **Signature of Reporting Person                             Date


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