<PAGE>
 
     As filed with the Securities and Exchange Commission on April 30, 1999

                                       Registration Statement No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                 BRADLEES, INC.
             (Exact name of Registrant as Specified in Its Charter)

     Massachusetts                                       04-3220855
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              One Bradlees Circle
                        Braintree, Massachusetts 02184
                                (781) 380-3000
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                     BRADLEES, INC. 1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 Peter Thorner
               Chairman of the Board and Chief Executive Officer
                                      and
                             David L. Schmitt, Esq.
                     Senior Vice President, General Counsel
                                 BRADLEES, INC.
                              One Bradlees Circle
                         Braintree, Massachusetts 01284
                                 (781) 380-3000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                 With copy to:
                            Raymond C. Zemlin, P.C.
                          Goodwin, Procter & Hoar  llp
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Securities Being         Amounts to be        Proposed Maximum           Proposed Maximum          Amount of
 Registered                      Registered (1)    Offering Price Per Share   Aggregate Offering Price   Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>                        <C>                        <C>
Common Stock, par value $.01         
 per share                      1,000,000 shares          $5.781(2)                 $5,781,000               $1,608
==========================================================================================================================
</TABLE>

(1) This Registration Statement also relates to such indeterminate number of
    additional shares of Common Stock, par value $.01 per share, of Bradlees,
    Inc. (the "Common Stock") as may be required pursuant to the Bradlees, Inc.
    1999 Stock Option Plan (the "Option Plan") in the event of a stock dividend,
    reverse stock split, split-up, recapitalization, forfeiture of stock under
    the Option Plan or other similar event.

(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
    Act of 1933 solely for the purposes of determining the amount of the
    registration fee.  The registration fee is based upon the average of the
    high and low prices reported in the consolidated reporting system for a
    share of Common Stock, as reported on the Nasdaq National Market on April
    23, 1999.

================================================================================
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.*
        ----------------  


Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------  


    * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        ----------------------------------------------- 

    Bradlees, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

    (a) the Registrant's Annual Report on Form 10-K filed with the Commission on
        April 30, 1999;

    (b) all other reports filed with the Commission by the Registrant pursuant
        to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act") since April 30, 1999; and

    (c) the description of the Registrant's Common Stock contained in the
        Registration Statement on Form 8-A, dated January 27, 1999, as filed
        with the Commission pursuant to Section 12(b) of the Exchange Act.

    In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.


Item 4. Description of Securities.
        ------------------------- 

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

    Not Applicable.

                                       2
<PAGE>
 
Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

    The Company's Amended and Restated Articles of Organization provide that a
Director shall not have personal liability to the Company or its stockholders
for monetary damages arising out of the Director's breach of fiduciary duty as a
Director of the Company to the maximum extent permitted by Massachusetts law.
Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts Business Corporation
Law provides that the articles of organization of a corporation may state a
provision eliminating or limiting the personal liability of a Director to a
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, provided, however, that such provision shall not eliminate
or limit the liability of a Director (i) for any breach of the Director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of law, (iii) under Section 61 or 62 of the Massachusetts Business Corporation
Law dealing with liability for unauthorized distributions and loans to insiders,
respectively, or (iv) for any transaction from which the Director derived an
improper personal benefit.

    The Company's Amended and Restated By-Laws further provide that the Company
shall, to the fullest extent authorized by Chapter 156B of the Massachusetts
General Laws, indemnify each person who is, or was or has agreed to become, a
Director or officer of the Company or who is or was a Director or employee of
the Company and is serving, or shall have served, at the request of the Company,
as Director or officer of another organization or in any capacity with respect
to any employee benefit plan of the Company, against all liabilities and
expenses (including reasonable attorneys' fees), judgments and fines incurred by
him or on his behalf in connection with, or arising out of, the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
or any appeal therefrom in which they may be involved by reason of being or
having been such a Director or officer or as a result of service with respect to
any such employee benefit plan.  Section 67 of Chapter 156B of the Massachusetts
General Laws authorizes a corporation to indemnify its directors, officers,
employees and other agents unless such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such
action was in the best interests of the corporation or, to the extent such
matter is related to service with respect to an employee benefit plan, in the
best interest of the participants or beneficiaries of such employee benefit
plan.

    The effect of these provisions would be to permit indemnification by the
Company for, among other liabilities, liabilities arising out of the Securities
Act.

    Section 67 of the Massachusetts Business Corporation Law also affords a
Massachusetts corporation the power to obtain insurance on behalf of its
directors and officers against liabilities incurred by them in those capacities.
The Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (i) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain
claims made against them by reason of certain acts done or attempted by such
directors or officers and (ii) insures the Company against losses (above a
deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers for such losses
under statutory or common law or under provisions of the Company's Amended and
Restated Articles of Organization or Amended and Restated By-Laws.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Commission has expressed its opinion
that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

    Not applicable.

                                       3
<PAGE>
 
Item 8.  Exhibits.
         ---------

    The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

Exhibit
-------
 
  *4.1  Amended and Restated Articles of Organization of Bradlees, Inc.
  *4.2  Amended and Restated By-laws of Bradlees, Inc.
   5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
        securities being registered.
 *10.1  Bradlees, Inc. 1999 Stock Option Plan.
  23.1  Consent of Counsel (included in Exhibit 5.1 hereto).
  23.2  Consent of Arthur Andersen LLP.
  23.3  Consent of Deloitte & Touche LLP.
  24.1  Powers of Attorney (included in the signature page of this Registration
        Statement).

   *    Incorporated by reference to the relevant exhibit to the Registrant's
        Registration Statement on Form S-1 (SEC File No. 333-66953), as amended,
        as filed with the Commission.

Item 9.  Undertakings.
         -------------

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the undersigned registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the Registration Statement;

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof;

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                                       4
<PAGE>
 
     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's annual report pursuant to Section 13(a) or 15(d) of the
          Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the Registration Statement
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act, and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

                                       5
<PAGE>
 
                                   SIGNATURES
                                        
    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Braintree, The Commonwealth of Massachusetts, on this
28th day of April, 1999.

                                   BRADLEES, INC.


                                   By: /s/ Peter Thorner
                                       -----------------------------------------
                                       Peter Thorner
                                       Chairman of the Board and Chief Executive
                                       Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

    Each person whose signature appears below, with the exception of Charles R.
MacDonald and Robert A. Altschuler, constitutes and appoints Peter Thorner and
David L. Schmitt, and each of them, as her or his true and lawful attorney-in-
fact and agent, with full power of substitution, for her or him and in her or
his name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute, may lawfully do or cause to be done by virtue hereof.


         Signature                     Title                          Date
         ---------                     -----                          ----

/s/ Peter Thorner                Chief Executive Officer          April 28, 1999
--------------------------       (Principal Executive    
    Peter Thorner                Officer) and Chairman of
                                 the Board                


/s/ Cornelius F. Moses, III      Senior Vice President and        April 28, 1999
---------------------------      Chief Financial Officer 
    Cornelius F. Moses, III      (Principal Financial    
                                 Officer and Principal   
                                 Accounting Officer)      


/s/ Robert G. Lynn               Director, President and Chief    April 28, 1999
---------------------------      Operating Officer 
    Robert G. Lynn              


/s/ Robert A. Altschuler         Director                         April 28, 1999
---------------------------
    Robert A. Altschuler

                                       6
<PAGE>
 
         Signature                     Title                          Date
         ---------                     -----                          ----


/s/ Stephen J. Blauner           Director                         April 28, 1999
---------------------------
    Stephen J. Blauner


/s/ W. Edward Clingman, Jr.      Director                         April 28, 1999
---------------------------
    W. Edward Clingman, Jr.


/s/ John M. Friedman, Jr.        Director                         April 28, 1999
---------------------------
    John M. Friedman, Jr.


/s/ Lawrence Lieberman           Director                         April 28, 1999
---------------------------
    Lawrence Lieberman


/s/ Charles K. MacDonald         Director                         April 28, 1999
---------------------------                          
    Charles K. MacDonald


/s/ William H. Roth              Director                         April 28, 1999
---------------------------
    William H. Roth

                                       7
<PAGE>
 
                                 EXHIBIT INDEX



 
Exhibit No.    Description
----------     -----------

  *4.1         Amended and Restated Articles of Organization of Bradlees, Inc.
  *4.2         Amended and Restated By-laws of Bradlees, Inc.
   5.1         Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered.
 *10.1         Bradlees, Inc. 1999 Stock Option Plan.
  23.1         Consent of Counsel (included in Exhibit 5.1 hereto).
  23.2         Consent of Arthur Andersen LLP.
  23.3         Consent of Deloitte & Touche LLP.
  24.1         Powers of Attorney (included in Part II of this Registration
               Statement).

* Incorporated by reference to the relevant exhibit to the Registrant's
 Registration Statement on Form S-1 (SEC File No. 333-66953), as amended, as
 filed with the Securities and Exchange Commission.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21592}]
{"company-data": {"conformed-name": "BRADLEES INC", "cik": "0000887356", "assigned-sic": "5331", "irs-number": "043156108", "state-of-incorporation": "MA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77555", "film-number": "99608182"}, "business-address": {"street1": "1 BRADLESS CIRCLE", "street2": "P O BOX 9051", "city": "BRAINTREE", "state": "MA", "zip": "02184", "phone": "7813803000"}, "mail-address": {"street1": "ONE BRADLEES CIRCLE", "street2": "P O BOX 9051", "city": "BRAINTREE", "state": "MA", "zip": "02184"}}
As filed with the Securities and Exchange Commission on April 30, 1999

                                       Registration Statement No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                 BRADLEES, INC.
             (Exact name of Registrant as Specified in Its Charter)

     Massachusetts                                       04-3220855
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              One Bradlees Circle
                        Braintree, Massachusetts 02184
                                (781) 380-3000
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                     BRADLEES, INC. 1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 Peter Thorner
               Chairman of the Board and Chief Executive Officer
                                      and
                             David L. Schmitt, Esq.
                     Senior Vice President, General Counsel
                                 BRADLEES, INC.
                              One Bradlees Circle
                         Braintree, Massachusetts 01284
                                 (781) 380-3000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                 With copy to:
                            Raymond C. Zemlin, P.C.
                          Goodwin, Procter & Hoar  llp
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

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

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of Securities Being         Amounts to be        Proposed Maximum           Proposed Maximum          Amount of
 Registered                      Registered (1)    Offering Price Per Share   Aggregate Offering Price   Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01         
 per share                      1,000,000 shares          $5.781(2)                 $5,781,000               $1,608
==========================================================================================================================
(1) This Registration Statement also relates to such indeterminate number of
    additional shares of Common Stock, par value $.01 per share, of Bradlees,
    Inc. (the "Common Stock") as may be required pursuant to the Bradlees, Inc.
    1999 Stock Option Plan (the "Option Plan") in the event of a stock dividend,
    reverse stock split, split-up, recapitalization, forfeiture of stock under
    the Option Plan or other similar event.

(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
    Act of 1933 solely for the purposes of determining the amount of the
    registration fee.  The registration fee is based upon the average of the
    high and low prices reported in the consolidated reporting system for a
    share of Common Stock, as reported on the Nasdaq National Market on April
    23, 1999.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*
        ----------------  

Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------  

    * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        ----------------------------------------------- 

    Bradlees, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

    (a) the Registrant's Annual Report on Form 10-K filed with the Commission on
        April 30, 1999;

    (b) all other reports filed with the Commission by the Registrant pursuant
        to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act") since April 30, 1999; and

    (c) the description of the Registrant's Common Stock contained in the
        Registration Statement on Form 8-A, dated January 27, 1999, as filed
        with the Commission pursuant to Section 12(b) of the Exchange Act.

    In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.
        ------------------------- 

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

    Not Applicable.

                                       2
Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

    The Company's Amended and Restated Articles of Organization provide that a
Director shall not have personal liability to the Company or its stockholders
for monetary damages arising out of the Director's breach of fiduciary duty as a
Director of the Company to the maximum extent permitted by Massachusetts law.
Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts Business Corporation
Law provides that the articles of organization of a corporation may state a
provision eliminating or limiting the personal liability of a Director to a
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, provided, however, that such provision shall not eliminate
or limit the liability of a Director (i) for any breach of the Director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of law, (iii) under Section 61 or 62 of the Massachusetts Business Corporation
Law dealing with liability for unauthorized distributions and loans to insiders,
respectively, or (iv) for any transaction from which the Director derived an
improper personal benefit.

    The Company's Amended and Restated By-Laws further provide that the Company
shall, to the fullest extent authorized by Chapter 156B of the Massachusetts
General Laws, indemnify each person who is, or was or has agreed to become, a
Director or officer of the Company or who is or was a Director or employee of
the Company and is serving, or shall have served, at the request of the Company,
as Director or officer of another organization or in any capacity with respect
to any employee benefit plan of the Company, against all liabilities and
expenses (including reasonable attorneys' fees), judgments and fines incurred by
him or on his behalf in connection with, or arising out of, the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
or any appeal therefrom in which they may be involved by reason of being or
having been such a Director or officer or as a result of service with respect to
any such employee benefit plan.  Section 67 of Chapter 156B of the Massachusetts
General Laws authorizes a corporation to indemnify its directors, officers,
employees and other agents unless such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such
action was in the best interests of the corporation or, to the extent such
matter is related to service with respect to an employee benefit plan, in the
best interest of the participants or beneficiaries of such employee benefit
plan.

    The effect of these provisions would be to permit indemnification by the
Company for, among other liabilities, liabilities arising out of the Securities
Act.

    Section 67 of the Massachusetts Business Corporation Law also affords a
Massachusetts corporation the power to obtain insurance on behalf of its
directors and officers against liabilities incurred by them in those capacities.
The Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (i) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain
claims made against them by reason of certain acts done or attempted by such
directors or officers and (ii) insures the Company against losses (above a
deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers for such losses
under statutory or common law or under provisions of the Company's Amended and
Restated Articles of Organization or Amended and Restated By-Laws.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Commission has expressed its opinion
that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

    Not applicable.

                                       3
Item 8.  Exhibits.
         ---------

    The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

Exhibit
-------
 
  *4.1  Amended and Restated Articles of Organization of Bradlees, Inc.
  *4.2  Amended and Restated By-laws of Bradlees, Inc.
   5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
        securities being registered.
 *10.1  Bradlees, Inc. 1999 Stock Option Plan.
  23.1  Consent of Counsel (included in Exhibit 5.1 hereto).
  23.2  Consent of Arthur Andersen LLP.
  23.3  Consent of Deloitte & Touche LLP.
  24.1  Powers of Attorney (included in the signature page of this Registration
        Statement).

   *    Incorporated by reference to the relevant exhibit to the Registrant's
        Registration Statement on Form S-1 (SEC File No. 333-66953), as amended,
        as filed with the Commission.

Item 9.  Undertakings.
         -------------

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the undersigned registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the Registration Statement;

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof;

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                                       4
(b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's annual report pursuant to Section 13(a) or 15(d) of the
          Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the Registration Statement
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act, and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

                                       5
SIGNATURES
                                        
    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Braintree, The Commonwealth of Massachusetts, on this
28th day of April, 1999.

                                   BRADLEES, INC.

                                   By: /s/ Peter Thorner
                                       -----------------------------------------
                                       Peter Thorner
                                       Chairman of the Board and Chief Executive
                                       Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

    Each person whose signature appears below, with the exception of Charles R.
MacDonald and Robert A. Altschuler, constitutes and appoints Peter Thorner and
David L. Schmitt, and each of them, as her or his true and lawful attorney-in-
fact and agent, with full power of substitution, for her or him and in her or
his name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute, may lawfully do or cause to be done by virtue hereof.

         Signature                     Title                          Date
         ---------                     -----                          ----

/s/ Peter Thorner                Chief Executive Officer          April 28, 1999
--------------------------       (Principal Executive    
    Peter Thorner                Officer) and Chairman of
                                 the Board                

/s/ Cornelius F. Moses, III      Senior Vice President and        April 28, 1999
---------------------------      Chief Financial Officer 
    Cornelius F. Moses, III      (Principal Financial    
                                 Officer and Principal   
                                 Accounting Officer)      

/s/ Robert G. Lynn               Director, President and Chief    April 28, 1999
---------------------------      Operating Officer 
    Robert G. Lynn              

/s/ Robert A. Altschuler         Director                         April 28, 1999
---------------------------
    Robert A. Altschuler

                                       6
Signature                     Title                          Date
         ---------                     -----                          ----

/s/ Stephen J. Blauner           Director                         April 28, 1999
---------------------------
    Stephen J. Blauner

/s/ W. Edward Clingman, Jr.      Director                         April 28, 1999
---------------------------
    W. Edward Clingman, Jr.

/s/ John M. Friedman, Jr.        Director                         April 28, 1999
---------------------------
    John M. Friedman, Jr.

/s/ Lawrence Lieberman           Director                         April 28, 1999
---------------------------
    Lawrence Lieberman

/s/ Charles K. MacDonald         Director                         April 28, 1999
---------------------------                          
    Charles K. MacDonald

/s/ William H. Roth              Director                         April 28, 1999
---------------------------
    William H. Roth

                                       7
EXHIBIT INDEX

 
Exhibit No.    Description
----------     -----------

  *4.1         Amended and Restated Articles of Organization of Bradlees, Inc.
  *4.2         Amended and Restated By-laws of Bradlees, Inc.
   5.1         Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered.
 *10.1         Bradlees, Inc. 1999 Stock Option Plan.
  23.1         Consent of Counsel (included in Exhibit 5.1 hereto).
  23.2         Consent of Arthur Andersen LLP.
  23.3         Consent of Deloitte & Touche LLP.
  24.1         Powers of Attorney (included in Part II of this Registration
               Statement).

* Incorporated by reference to the relevant exhibit to the Registrant's
 Registration Statement on Form S-1 (SEC File No. 333-66953), as amended, as
 filed with the Securities and Exchange Commission.