AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 2004
                           REGISTRATION NO. 333-117449

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        CBL & ASSOCIATES PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                              62-1545718
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                   CBL Center
                      2030 Hamilton Place Blvd., Suite 500
                        Chattanooga, Tennessee 37421-6000
                                 (423) 855-0001
         (Address, including zip code and telephone number, including area code,
                  of registrant's principal executive offices)

                               Stephen D. Lebovitz
                             President and Secretary
                                Watermill Center
                           800 South Street, Suite 395
                             Waltham, MA 02453-1436
                                 (781) 647-3330

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
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                                 with copies to:
   Yaacov M. Gross, Esq.                         Jeffery V. Curry, Esq.
Willkie Farr & Gallagher LLP            Shumacker Witt Gaither & Whitaker, P.C.
     787 Seventh Avenue                   2030 Hamilton Place Blvd., Suite 210
  New York, New York 10019                    Chattanooga, Tennessee 37421
       (212) 728-8225                                (423) 425-7000

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     Approximate  date of commencement of proposed sale of the securities to the
public:  From  time to  time  after  the  effective  date  of this  Registration
Statement.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective Registration statement for the same offering. [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------------------------------------------------------------------------

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE  ON SUCH  DATE  AS THE  SECURITIES  AND  EXCHANGE  COMMISSION,  ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.


                                       1



     The information in this prospectus is not complete and may be changed.  The
selling  stockholders  may not sell  these  securities  until  the  registration
statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell the  securities  and it is not  soliciting an
offer to buy  these  securities  in any  state  where  the  offer or sale is not
permitted.

                SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2004

PROSPECTUS
----------

                                 262,818 Shares
                        CBL & Associates Properties, Inc.
                                  Common Stock
                           (Par Value $.01 per Share)

     This  Prospectus  relates to 262,818 shares of our common stock that may be
sold  from  time  to  time  by the  selling  stockholders  listed  on  page  13.
Information on the selling  stockholders  and the times and manner in which they
may offer and sell shares of our common stock under this Prospectus is described
under the sections entitled "Selling Stockholders" and "Plan of Distribution" in
this Prospectus.  We will not receive any of the proceeds from the sale of these
shares by the selling stockholders.

     Our common stock is listed on the New York Stock  Exchange and traded under
the symbol  "CBL".  The last  reported sale price of our common stock on the New
York Stock Exchange on September 13, 2004, was $61.35 per share.

     Our  principal  executive  offices  are  located  at the CBL  Center,  2030
Hamilton  Place Blvd.,  Suite 500,  Chattanooga,  Tennessee  37421-6000  and our
telephone number is (423) 855-0001.

     Investing in our common stock involves  certain  risks.  See "Risk Factors"
commencing on page 4 of this Prospectus.

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

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

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

              The date of this Prospectus is _______________, 2004.



     You  should  rely  only on  information  contained  in or  incorporated  by
reference  in this  Prospectus.  Neither we nor the  selling  stockholders  have
authorized anyone to provide you with different  information.  We are not making
an offer of these securities in any state where the offer is not permitted.  You
should not assume that the information provided by the Prospectus is accurate as
of any date other than the date on the front of this Prospectus.

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

                                TABLE OF CONTENTS

WHERE TO FIND MORE INFORMATION ...............................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ..............................3

CAUTIONARY STATEMENTS CONCERNING
     FORWARD-LOOKING INFORMATION .............................................4

RISK FACTORS .................................................................5

CBL & ASSOCIATES PROPERTIES, INC. ...........................................12

USE OF PROCEEDS .............................................................13

SELLING STOCKHOLDERS ........................................................13

PLAN OF DISTRIBUTION ........................................................14

FEDERAL INCOME TAX CONSIDERATIONS ...........................................15

LEGAL MATTERS ...............................................................33

EXPERTS .....................................................................34

INDEMNIFICATION .............................................................34

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

                         WHERE TO FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as amended (the  "Exchange  Act"),  and in  accordance  with those
requirements we file reports and other information with the SEC. The reports and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024,  Judiciary  Plaza,  450 Fifth Street,  N.W.,
Washington, D.C. 20549. Copies of this material can be obtained by mail from the
Public  Reference  Section of the SEC at Room 1024,  Judiciary  Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549 at  prescribed  rates.  You may  obtain


                                       2


additional  information  on the operation of the SEC's Public  Reference Room by
calling   the  SEC  at   1-800-SEC-0330.   The   SEC   maintains   a  Web   site
(http://www.sec.gov) that contains reports, proxy and information statements and
other  materials  that are filed  through  the SEC  Electronic  Data  Gathering,
Analysis and Retrieval (EDGAR) system. In addition,  our common stock and Series
B and Series C preferred stock are listed on the New York Stock Exchange, and we
are  required  to file  reports,  proxy  and  information  statements  and other
information  with the New York Stock Exchange.  These documents can be inspected
at the principal  office of the New York Stock  Exchange,  20 Broad Street,  New
York, New York 10005.

     We have filed with the SEC a  registration  statement  on Form S-3 covering
the  securities  offered  by this  Prospectus.  You  should  be aware  that this
Prospectus does not contain all of the information  contained or incorporated by
reference  in that  registration  statement  and  its  exhibits  and  schedules,
particular  portions of which have been  omitted as  permitted by the SEC rules.
For further  information  about our company and our securities,  we refer you to
the registration  statement and its exhibits and schedules.  You may inspect and
obtain the registration statement,  including exhibits,  schedules,  reports and
other  information  filed by us with  the SEC,  as  described  in the  preceding
paragraph.  Statements  contained in this Prospectus  concerning the contents of
any document we refer you to are not  necessarily  complete and in each instance
we refer you to the  applicable  document  filed with the SEC for more  complete
information.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     We have filed the  documents  listed  below with the SEC under the Exchange
Act and they are  incorporated  herein by  reference:  (i) Annual Report on Form
10-K for the fiscal year ended  December 31, 2003, as amended by Amendment No. 1
thereto  on Form  10-K/A;  (ii)  Quarterly  Report on Form  10-Q for the  fiscal
quarter ended March 31, 2004; (iii) Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2004;  (iv) Current Report on Form 8-K filed on April 22,
2004; (v) Current Report on Form 8-K filed on July 9, 2004;  (vi) Current Report
on Form 8-K filed on August 30, 2004,  as amended by Amendment  No. 1 thereto on
Form 8-K/A filed on September 13, 2004; (vii) Current Report on Form 8-K filed
on September 2, 2004; and (viii) the  description of our common stock  contained
in our Registration Statement on Form 8-A dated October 25, 1993.

     Any document which we file pursuant to Sections  13(a),  13(c), 14 or 15(d)
of the Exchange Act after the date of this  Prospectus  and prior to termination
of this offering of securities  shall be deemed to be  incorporated by reference
into,  and to be part of, this  Prospectus  from the date of filing of each such
document.

     Any statement contained in this Prospectus or in a document incorporated or
deemed to be incorporated by reference into this Prospectus  will, to the extent
applicable, be deemed to be modified, superseded or replaced by later statements
included in  supplements  or  amendments to this  Prospectus or in  subsequently
filed documents which are in, or deemed to be incorporated by reference in, this
Prospectus.

     We will provide  without  charge to each person,  including any  beneficial

                                       3


owner, to whom a copy of this Prospectus is delivered,  upon the written or oral
request  of any such  person,  a copy of any or all  documents  incorporated  by
reference  herein  (other  than  exhibits  thereto,  unless  such  exhibits  are
specifically  incorporated  by reference  into such  documents).  Such  requests
should be  addressed  to our Director of Investor  Relations,  CBL Center,  2030
Hamilton Place Blvd., Suite 500, Chattanooga,  Tennessee 37421-6000,  (telephone
number (423) 855-0001).

                        CAUTIONARY STATEMENTS CONCERNING
                           FORWARD-LOOKING INFORMATION

     This  Prospectus and those documents  incorporated by reference  herein may
include certain  "forward-looking  statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E
of the  Exchange  Act.  Forward-looking  statements,  which are based on certain
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "seek,"  "estimate,"   "believe,"  "plan,"  "intend,"  "predict,"
"project,"  or the negative of these  words,  or other  similar  words or terms.
Forward-looking  statements made by us are based on our estimates,  projections,
beliefs and  assumptions at the time of the statements and are not guarantees of
future performance.

     Factors which could materially and adversely affect us include, but are not
limited to, changes in economic conditions  generally and the real estate market
specifically, legislative/regulatory changes including changes to laws governing
the  taxation  of  real  estate  investment  trusts,   which  we  call  "REITs,"
availability and costs of debt and equity capital,  interest rate  fluctuations,
competition, supply and demand for properties in our current and proposed market
areas,  accounting  principles,  policies and  guidelines  applicable  to REITs,
environmental risks, tenant bankruptcies, shifts in customer demands, changes in
operating  expenses,  including employee wages,  benefits and training,  and the
other matters  described  under the heading "Risk Factors"  below.  All of these
factors  should be  considered  in  evaluating  any  forward-looking  statements
included or incorporated by reference in this Prospectus.

     Given these uncertainties,  prospective  purchasers of our common stock are
cautioned not to place undue reliance on these  forward-looking  statements.  We
undertake  no  obligation  to  publicly  update  or revise  any  forward-looking
statements included or incorporated by reference in this Prospectus,  whether as
a result of new information, future events or otherwise. In light of the factors
referred to above,  the future events  discussed in  forward-looking  statements
included or  incorporated  by  reference  in this  Prospectus  may not occur and
actual results,  performance or achievements  could differ  materially from that
anticipated or implied in the forward-looking statements.

                                       4



                                  RISK FACTORS

     Before you consider investing in our common stock, you should be aware that
there are risks in making this investment.  You should carefully  consider these
risk factors,  together with all of the information  included or incorporated by
reference in this Prospectus, before you decide to invest in our common stock.

Risks of Expansion and Development Activities

     We intend to pursue  development and expansion  activities as opportunities
arise. In connection  with any  development or expansion,  we will incur various
risks including the risk that development or expansion opportunities explored by
us may be abandoned and the risk that construction costs of a project may exceed
original  estimates,  possibly  making the project not  profitable.  Other risks
include the risk that we may not be able to refinance  construction  loans which
are generally with full recourse to us, the risk that occupancy  rates and rents
at a completed  project will not meet  projections  and will be  insufficient to
make the  project  profitable;  and the risk  that we will not be able to obtain
anchor,  mortgage lender and property  partner  approvals for certain  expansion
activities.  In the event of an unsuccessful development project, our loss could
exceed our investment in the project.

     We have  in the  past  elected  not to  proceed  with  certain  development
projects  and  anticipate  that  we will do so  again  from  time to time in the
future.  If we  elect  not  to  proceed  with  a  development  opportunity,  the
development costs ordinarily will be charged against income for the then-current
period.  Any such charge could have a material  adverse effect on our results of
operations for the period in which the charge is taken.

General Factors Affecting  Investments in Shopping Center Properties;  Effect of
Economic and Real Estate Conditions

     A shopping  center's  revenues  and value may be  adversely  affected  by a
number of factors, including:

*    The national and regional economic climates

*    Local real estate conditions (such as an oversupply of retail space)

*    Perceptions  by  retailers  or  shoppers  of the  safety,  convenience  and
     attractiveness of the shopping center

*    The  willingness  and  ability of the  shopping  center's  owner to provide
     capable management and maintenance services.

     In addition,  other factors may adversely affect a shopping  center's value
without affecting its current revenues, including:

*    Changes in governmental regulations, zoning or tax laws

*    Potential environmental or other legal liabilities

*    Availability of financing

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*    Changes in interest rate levels

     There are numerous shopping  facilities that compete with our properties in
attracting  retailers to lease space.  In addition,  retailers at our properties
face continued competition from:

*    Discount shopping centers

*    Outlet malls

*    Wholesale clubs

*    Direct mail

*    Telemarketing

*    Television shopping networks

*    Shopping via the Internet

     Competition  could  adversely  affect  revenues  and  funds  available  for
distribution.

Geographic Concentration

     Our properties are located  principally in the  southeastern and midwestern
United  States.  Our  properties  located  in  the  southeastern  United  States
accounted for approximately  62.4% of our total revenues from all properties for
the six months ended June 30, 2004 and currently include 38 malls, 17 associated
centers and 42  community  centers.  Our  properties  located in the  midwestern
United States accounted for  approximately  23.3% of our total revenues from all
properties  for the six months  ended  June 30,  2004 and  currently  include 17
malls,  three  associated  centers and five  community  centers.  Our results of
operations and funds available for  distribution to stockholders  therefore will
be subject  generally to economic  conditions in the southeastern and midwestern
United  States.  We will continue to look for  opportunities  to  geographically
diversify  our  portfolio  in order to  minimize  dependency  on any  particular
region;  however,  the expansion of the portfolio  through both acquisitions and
developments  is  contingent  on  many  factors   including   consumer  demands,
competition and economic conditions.

Third-Party Interests in Certain Properties

     We own partial,  non-controlling  interests  in five  regional  malls,  one
associated  center,  43 community  centers and one mall that is currently  under
construction.  We manage all of these  properties  except for Governor's  Square
Mall,  Governor's  Plaza and Kentucky Oaks Mall. A property  manager  affiliated
with the managing general partner performs the property  management services for
these three properties.

     Where we serve as managing general partner of the partnerships that own our
properties, we may have certain fiduciary responsibilities to the other partners
in those  partnerships.  In certain cases,  the approval or consent of the other
partners  is  required  before  we may  sell,  finance,  expand  or  make  other
significant  changes in the  operations of such  properties.  To the extent such
approvals or consents are required,  we may experience  difficulty in, or may be
prevented from,  implementing our plans with respect to expansion,  development,
financing or other similar transactions with respect to such properties.

                                       6


     With respect to Governor's Square Mall,  Governor's Plaza and Kentucky Oaks
Mall,  we do not have  day-to-day  operational  control or control  over certain
major decisions,  including the timing and amount of distributions,  which could
result in decisions by the managing  general  partner that do not fully  reflect
our interests. This includes decisions relating to the requirements that we must
satisfy in order to  maintain  our status as a REIT for tax  purposes.  However,
decisions  relating to sales,  expansion and disposition of all or substantially
all of the assets  and  financings  are  subject to  approval  by our  operating
partnership.

     We have generally  agreed not to sell an acquired  property for a number of
years if such sale would trigger adverse tax consequences for the seller.

Dependence on Key Tenants

     In the six months ended June 30, 2004, no tenant accounted for more than 5%
of revenues  except for Limited  Brands,  Inc. which maintains 200 stores in our
malls and accounted for  approximately  5.4% of our total revenues.  The loss or
bankruptcy of this key tenant could negatively affect our financial position and
results of operations.

Dependence on Significant Markets

     Our properties located in the Nashville, Tennessee area accounted for 7% of
our revenues for the six months ended June 30, 2004.  No other market  accounted
for more than 4% of our revenues  for the six months  ended June 30,  2004.  Our
financial  position and results of operations  will therefore be affected by the
results experienced at properties located in the Nashville, Tennessee area.

Rising Interest Rates and Other Factors Could  Adversely  Affect Our Stock Price
and Borrowing Costs

     Any significant increase in market interest rates from their current levels
could  lead  holders of our  securities  to seek  higher  yields  through  other
investments,  which could adversely affect the market price of our stock. One of
the factors that may influence  the price of our stock in public  markets is the
annual  distribution  rate we pay as  compared  with the  yields on  alternative
investments.  Numerous other factors, such as governmental regulatory action and
tax laws,  could have a  significant  impact on the future  market  price of our
stock. In addition, increases in market interest rates could result in increased
borrowing costs for us, which may adversely affect our cash flow and the amounts
available for distributions to our stockholders.

Dependence on Management

     Certain of the operating partnership's lines of credit are conditioned upon
the operating  partnership  continuing  to be managed by certain  members of its
current senior management and by such members of senior management continuing to
own  a  significant   direct  or  indirect  equity  interest  in  the  operating


                                       7


partnership  (including any shares of our common stock and preferred stock owned
by such members of senior management).

Conflict of Interest: Retained Property Interests

     Our  predecessor  company,  CBL  &  Associates,  Inc.,  owns  interests  in
outparcels  at  certain of our malls and a minority  interest  in one mall,  the
majority interest of which is owned by a third party. Certain members of Charles
B. Lebovitz's  family and his father's estate continue to own four community and
neighborhood  centers and one tract of vacant land. The  properties  retained by
our  predecessor  company and the  properties  owned by the Lebovitz  family are
managed and leased by our management company, CBL & Associates Management, Inc.,
which receives a fee for its services.

Conflict of Interest: Tax Consequences of Sales of Properties

     Since certain of our  properties had unrealized  gain  attributable  to the
difference  between  the  fair  market  value  and  adjusted  tax  basis in such
properties immediately prior to their contribution to the operating partnership,
the  sale  of any  such  properties,  or a  significant  reduction  in the  debt
encumbering such properties, could cause adverse tax consequences to the members
of our senior management who owned interests in our predecessor  entities.  As a
result, members of our senior management might not favor a sale of a property or
a  significant  reduction in debt even though such a sale or reduction  could be
beneficial  to us and the  operating  partnership.  Our Bylaws  provide that any
decision  relating to the potential  sale of any property that would result in a
disproportionately  higher taxable  income for members of our senior  management
than  for us and  our  stockholders,  or  that  would  result  in a  significant
reduction in such property's debt, must be made by a majority of the independent
directors of our Board of Directors.  The operating  partnership is required, in
the case of such a sale, to distribute to its partners, at a minimum, all of the
net cash proceeds from such sale up to an amount reasonably  believed  necessary
to enable  members of our  senior  management  to pay any  income tax  liability
arising from such sale.



                                       8


Conflicts of Interest: Policies of Board of Directors

     Certain  entities  owned  in  whole  or in part by  members  of our  senior
management may continue to perform  services for, or transact  business with, us
and the  operating  partnership.  This includes the  construction  company which
built or renovated  most of our  properties.  Certain of our executive  officers
collectively   have  a  significant   but   non-controlling   interest  in  this
construction  company  and  Charles  B.  Lebovitz  serves as a  director  of the
construction company. Furthermore,  certain property tenants are affiliated with
members of our  senior  management.  Our Bylaws  provide  that any  contract  or
transaction  between  us or the  operating  partnership  and  one or more of our
directors or officers,  or between us or the operating partnership and any other
entity  in which one or more of our  directors  or  officers  are  directors  or
officers,  or have a financial  interest,  must be approved by a majority of our
independent   directors  or  stockholders   after  the  material  facts  of  the
relationship  or interest of the contract or  transaction  are  disclosed or are
known to them.

Adverse Legislative or Regulatory Tax Changes

     The  federal  income  tax  laws  governing  REITs  or  the   administrative
interpretations of those laws may be modified,  amended or repealed and new laws
or interpretations  enacted.  Any of those new laws or interpretations  may take
effect  retroactively  and could  adversely  affect us or you as a  shareholder.
Recently enacted  legislation reduces individual tax rates applicable to certain
corporate  dividends.  REIT  dividends  generally  would not be eligible for the
reduced  rates  because a REIT's  income  generally  is not subject to corporate
level tax. As a result,  investment in non-REIT  corporations  may be relatively
more  attractive  than  investments in REITs.  This could  adversely  affect the
market price of our common stock.

Federal Tax Consequences: REIT Classification

     We intend to  continue  to  operate  so as to  qualify  as a REIT under the
Internal Revenue Code.  Although we believe that we are organized and operate in
such a manner,  no assurance  can be given that we currently  qualify and in the
future  will  continue to qualify as a REIT.  Such  qualification  involves  the
application of highly technical and complex Internal Revenue Code provisions for
which there are only limited  judicial or  administrative  interpretations.  The
determination of various factual matters and  circumstances  not entirely within
our control may affect our ability to qualify. In addition,  no assurance can be
given that legislation, new regulations, administrative interpretations or court
decisions  will  not   significantly   change  the  tax  laws  with  respect  to
qualification or its corresponding federal income tax consequences.

     If in any taxable  year we were to fail to qualify as a REIT,  we would not
be allowed a deduction  for  distributions  to  stockholders  in  computing  our
taxable  income and we would be subject  to  federal  income tax on our  taxable
income at regular  corporate  rates.  Unless  entitled to relief  under  certain
statutory provisions, we also would be disqualified from treatment as a REIT for
the four taxable years following the year during which  qualification  was lost.
As a result,  the funds available for distribution to our stockholders  would be
reduced  for each of the years  involved.  We  currently  intend to operate in a
manner  designed  to qualify as a REIT.  However,  it is  possible  that  future
economic,  market,  legal,  tax or other  considerations  may cause our Board of


                                       9


Directors,  with the  consent of a majority of our  stockholders,  to revoke the
REIT election. See "Federal Income Tax Considerations."

Federal  Tax  Consequences:  Limits on  Ownership  Necessary  to  Maintain  REIT
Qualification

     To maintain our status as a REIT under the Internal  Revenue Code, not more
than 50% in value of our  outstanding  capital  stock may be owned,  directly or
indirectly,  by five or fewer  individuals  (as defined in the Internal  Revenue
Code to include  certain  entities)  during the last half of a taxable year. Our
Certificate of Incorporation  generally  prohibits  ownership of more than 6% of
the outstanding shares of our capital stock by any single stockholder determined
by vote, value or number of shares (other than Charles  Lebovitz,  David Jacobs,
Richard  Jacobs  and  their   affiliates   under  the  Internal  Revenue  Code's
attribution rules).

Federal Tax Consequences: Effect of Distribution Requirements

     To  maintain  our  status as a REIT under the  Internal  Revenue  Code,  we
generally will be required each year to distribute to our  stockholders at least
90% of our taxable income after certain adjustments. However, to the extent that
we do not  distribute all of our net capital gain or distribute at least 90% but
less than 100% of our REIT taxable  income,  as adjusted,  we will be subject to
tax on the  undistributed  amount at ordinary and capital  gains  corporate  tax
rates, as the case may be. In addition, we will be subject to a 4% nondeductible
excise tax on the amount,  if any,  by which  certain  distributions  paid by us
during each  calendar  year are less than the sum of 85% of our ordinary  income
for such calendar year, 95% of our capital gain net income for the calendar year
and any amount of such income that was not  distributed  in prior years.  In the
case of property acquisitions, including our initial formation, where individual
properties  are   contributed  to  our  operating   partnership   for  operating
partnership  units, we have assumed the tax basis and depreciation  schedules of
the  entities  contributing  properties.  The  relatively  low tax basis of such
contributed properties may have the effect of increasing the cash amounts we are
required to distribute as dividends,  thereby potentially limiting the amount of
cash we  might  otherwise  have  been  able to  retain  for use in  growing  our
business. This low tax basis may also have the effect of reducing or eliminating
the portion of distributions made by us that are treated as a non-taxable return
of capital.

Environmental Matters

     Under various federal, state and local laws, ordinances and regulations,  a
current or previous owner or operator of real estate may be liable for the costs
of removal or remediation of petroleum,  certain  hazardous or toxic  substances
on,  under or in such real estate.  Such laws  typically  impose such  liability
without regard to whether the owner or operator knew of, or was responsible for,
the presence of such  substances.  The costs of  remediation  or removal of such
substances may be substantial.  The presence of such substances,  or the failure
to promptly  remediate  such  substances,  may  adversely  affect the owner's or
operator's  ability  to lease or sell such real  estate or to borrow  using such
real estate as collateral.  Persons who arrange for the disposal or treatment of
hazardous  or toxic  substances  may also be liable  for the costs of removal or
remediation of such substances at the disposal or treatment facility, regardless


                                       10


of whether such facility is owned or operated by such person.  Certain laws also
impose requirements on conditions and activities that may affect the environment
or the impact of the  environment  on human health.  Failure to comply with such
requirements  could result in the imposition of monetary  penalties (in addition
to the costs to achieve compliance) and potential  liabilities to third parties.
Among other  things,  certain laws  require  abatement or removal of friable and
certain non-friable  asbestos-containing materials in the event of demolition or
certain  renovations or remodeling.  Certain laws regarding  asbestos-containing
materials require building owners and lessees, among other things, to notify and
train  certain   employees  working  in  areas  known  or  presumed  to  contain
asbestos-containing materials. Certain laws also impose liability for release of
asbestos-containing  materials  into the air and third parties may seek recovery
from owners or operators  of real  properties  for  personal  injury or property
damage  associated with  asbestos-containing  materials.  In connection with the
ownership and operation of properties, we may be potentially liable for all or a
portion of such costs or claims.

     All of our  properties  (but not  properties for which we hold an option to
purchase  but do not yet  own)  have  been  subject  to  Phase  I  environmental
assessments  or updates of existing  Phase I  environmental  assessments  within
approximately  the last nine years.  Such assessments  generally  consisted of a
visual inspection of the properties,  review of federal and state  environmental
databases and certain  information  regarding  historic uses of the property and
adjacent areas and the preparation and issuance of written reports.  Some of the
properties  contain,  or contained,  underground  storage tanks used for storing
petroleum  products or wastes  typically  associated with automobile  service or
other operations  conducted at the properties.  Certain properties  contain,  or
contained,  dry-cleaning establishments utilizing solvents. Where believed to be
warranted,  samplings of building  materials or subsurface  investigations  were
undertaken.  At certain properties,  where warranted by the conditions,  we have
developed and implemented an operations and maintenance program that establishes
operating procedures with respect to  asbestos-containing  materials.  The costs
associated with the development  and  implementation  for such programs were not
material.

     We believe that our properties  are in compliance in all material  respects
with all federal,  state and local  ordinances  and  regulations  regarding  the
handling,  discharge and emission of hazardous or toxic substances.  We have not
been notified by any governmental authority, and are not otherwise aware, of any
material  noncompliance,  liability  or claim  relating  to  hazardous  or toxic
substances in connection with any of our present or former  properties.  We have
not recorded in our financial  statements  any material  liability in connection
with environmental matters.  Nevertheless, it is possible that the environmental
assessments   available  to  us  do  not  reveal  all  potential   environmental
liabilities.  It is also possible that subsequent  investigations  will identify
material  contamination,  that  adverse  environmental  conditions  have  arisen
subsequent to the performance of the  environmental  assessments,  or that there
are material environmental liabilities of which management is unaware. Moreover,
no assurances can be given that (i) future laws,  ordinances or regulations will
not  impose  any   material   environmental   liability   or  (ii)  the  current
environmental  condition of the  properties has not been or will not be affected
by tenants and  occupants of the  properties,  by the condition of properties in
the  vicinity  of the  properties  or by  third  parties  unrelated  to us,  the
operating partnership or the relevant property's  partnership.  The existence of
any such environmental  liability could have an adverse effect on our results of
operations, cash flow and the funds available to us to pay dividends.

                                       11


Recent Events and Tenant Bankruptcies May Adversely Affect the Retail Climate

     A significant portion of our earnings are derived from tenant occupancy and
retail sales during the holiday season. The deterioration  recently  experienced
in the  national  economy  and the events  related to the  ongoing  war  against
terrorism have negatively affected the retail climate. In addition,  a number of
local,  regional  and  national  retailers  have closed  locations  or filed for
bankruptcy  within the last three years.  We are unable to determine what effect
these developments may have on our future earnings.

Our  Insurance  Coverage  May Change in the Future and not Include  Coverage for
Acts of Terrorism

     The property and liability  insurance policies on our properties  currently
do not  exclude  loss  resulting  from acts of  terrorism,  whether  foreign  or
domestic.  The cost of property and  liability  insurance  policies  that do not
exclude  coverage for acts of terrorism has risen  significantly  post-September
11,  2001.  As a result,  many  companies  within our  industry  are agreeing to
exclude this coverage from their policies where possible.  We are unable at this
time to  predict  whether we will  continue  our policy  coverage  as  currently
structured when our policies are up for renewal on December 31, 2004.

                        CBL & ASSOCIATES PROPERTIES, INC.

     We are a  self-managed,  self-administered,  fully  integrated  real estate
company. We own, operate,  market,  manage, lease, expand,  develop,  redevelop,
acquire and finance  regional  malls and  community  and  neighborhood  shopping
centers.  Our shopping center  properties are located primarily in the Southeast
and Midwest, as well as in select markets in other regions of the United States.
We have elected to be taxed as a REIT for federal  income tax  purposes.  We are
one of the largest mall REITs in the United States based on our total assets. We
currently own controlling interests in a portfolio of properties,  consisting of
62 regional malls,  five of which are currently  being  expanded,  25 associated
centers,  each of which is part of a regional  shopping  mall complex and one of
which  is  currently  being  expanded,  13  community  centers,  one of which is
currently  being  expanded,  and our  corporate  office  building.  We also  own
non-controlling  interests in five regional malls, one associated  center and 43
community  centers.  Additionally,  we  currently  have under  construction  one
regional mall,  which is owned in a joint venture,  one open-air  center and one
community  center.  We also own  options  to  acquire  certain  shopping  center
development sites.

     We  conduct  substantially  all  of  our  business  through  our  operating
partnership,   CBL  &  Associates  Limited   Partnership,   a  Delaware  limited
partnership.  We currently own an indirect controlling interest in the operating
partnership,  and one of our wholly owned subsidiaries,  CBL Holdings I, Inc., a
Delaware  corporation,  is its sole  general  partner.  To comply  with  certain
technical  requirements  of the  Internal  Revenue  Code of  1986,  as  amended,
applicable to REITs, our property management and development  activities,  sales
of peripheral land and maintenance operations are carried out through a separate
management company, CBL & Associates Management,  Inc. Currently,  our operating


                                       12


partnership  owns 100% of both the common stock and the  preferred  stock of the
management company.

     In order to maintain  our  qualification  as a REIT for federal  income tax
purposes,  we must  distribute  each  year at least 90% of our  taxable  income,
computed without regard to net capital gains or the dividends-paid deduction.

     We were  organized  on July 13, 1993 as a Delaware  corporation  to acquire
substantially  all  of the  real  estate  properties  owned  by our  predecessor
company,  CBL & Associates,  Inc., and its affiliates.  Our principal  executive
offices  are  located at CBL  Center,  2030  Hamilton  Place  Blvd.,  Suite 500,
Chattanooga,  Tennessee 37421-6000,  and our telephone number is (423) 855-0001.
Our Web site can be found at www.cblproperties.com. The information contained in
our Web site is not part of this Prospectus.


                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling  stockholders
of any of the shares of common stock covered by this Prospectus.


                              SELLING STOCKHOLDERS

     We are  registering all 262,818 shares covered by this Prospectus on behalf
of the  selling  stockholders  named in the table  below  and  their  respective
pledgees,   donees,   transferees  or  other  successors  in  interest.  We  are
registering  the shares in order to permit the selling  stockholders to publicly
offer these shares for resale from time to time.  The selling  stockholders  may
sell all, some or none of the shares  covered by this  Prospectus.  See "Plan of
Distribution."   None  of  the  selling   stockholders   has  had  any  material
relationship  with us within the past three  years other than as a result of the
acquisition and ownership of these shares or other securities of ours.

     The table below,  which is based on  information  that we received from the
selling  stockholders  and/or  their  counsel,  lists the names of each  selling
stockholder,  the aggregate number of shares of common stock  beneficially owned
by each selling  stockholder as of September 14, 2004, and the aggregate number
of shares of common  stock  that  each  selling  stockholder  may offer and sell
pursuant to this Prospectus. Because each selling stockholder may offer all or a
portion of the shares of common stock offered by this Prospectus at any time and
from time to time after the date  hereof,  no estimate can be made of the number
of shares  that each  selling  stockholder  may retain upon  completion  of this
offering.  However,  assuming all of the shares  offered by this  Prospectus are
sold by the selling  stockholders  then, unless otherwise noted in the footnotes
to the table  below,  after  completion  of this  offering,  none of the selling
stockholders  will own more than one  percent  of the  shares  of  common  stock
outstanding.

                                       13



                                          Number of Shares
                                            Beneficially
                                               Owned
                                         (excluding shares    Number of Shares
Name of Selling Stockholder               offered hereby)      Offered Hereby
---------------------------------        -----------------    ----------------
                                                             
Robert T. Samuels                                0                 165,455

Roger E. Benjamin Revocable Trust                0                  69,000

Lois Becher Revocable Trust                      0                  21,863

Perlick Holdings, LLC                            0                   6,500
                                                                  ---------
Total Shares Offered                                               262,818
                                                                  =========


                              PLAN OF DISTRIBUTION

     We are  registering  the  shares  on  behalf  of the  selling  stockholders
pursuant  to  registration   rights  agreements   between  us  and  the  selling
stockholders,  dated August 27, 1998.  The shares may be offered and sold by the
selling stockholders, or by purchasers,  transferees,  donees, pledgees or other
successors  in  interest,  directly  or  through  brokers,  dealers,  agents  or
underwriters who may receive compensation in the form of discounts,  commissions
or similar selling  expenses paid by the selling  stockholders or by a purchaser
of the shares on whose  behalf such  broker-dealer  may act as agent.  Sales and
transfers  of the  shares  may be  effected  from  time  to  time in one or more
transactions,   in  private  or  public  transactions,   on  the  NYSE,  in  the
over-the-counter  market,  in negotiated  transactions or otherwise,  at a fixed
price or prices that may be changed,  at market prices prevailing at the time of
sale,  at  negotiated  prices,  without  consideration  or by any other  legally
available means. Any or all of the shares may be sold from time to time by means
of:

     (a) a block trade,  in which a broker or dealer attempts to sell the shares
as agent but may  position  and resell a portion of the shares as  principal  to
facilitate the transaction;

     (b) purchases by a broker or dealer as principal and the subsequent sale by
such broker or dealer for its account pursuant to this Prospectus;

     (c) ordinary brokerage transactions (which may include long or short sales)
and transactions in which the broker solicits purchasers;

     (d) the writing (sale) of put or call options on the shares;

     (e) the pledging of the shares as  collateral  to secure  loans,  credit or
other financing arrangements and subsequent foreclosure,  the disposition of the
shares by the Lender thereunder; and

     (f) any other legally available means.

                                       14


     To the extent  required  with respect to a particular  offer or sale of the
shares,  we will file a prospectus  supplement  pursuant to Section 424(b)(3) of
the Securities Act of 1933, as amended, which will accompany this Prospectus, to
disclose:

     (a) the number of shares to be sold;

     (b) the purchase price;

     (c) the name of any broker,  dealer or agent effecting the sale or transfer
and the amount of any  applicable  discounts,  commissions  or  similar  selling
expenses; and

     (d) any other relevant information.

     The  selling  stockholders  may  transfer  the  shares  by means of  gifts,
donations  and  contributions.   Subject  to  certain  limitations  under  rules
promulgated  under  the  Securities  Act,  this  Prospectus  may be  used by the
recipients  of such gifts,  donations  and  contributions  to offer and sell the
shares received by them,  directly or through brokers,  dealers or agents and in
private or public transactions.

     In connection with  distributions  of the shares or otherwise,  the selling
stockholders may enter into hedging transactions with brokers,  dealers or other
financial institutions.  In connection with such transactions,  brokers, dealers
or other financial institutions may engage in short sales of our common stock in
the course of hedging the positions  they assume with the selling  stockholders.
To the extent  permitted by applicable  law, the selling  stockholders  also may
sell  the  shares  short  and  redeliver  the  shares  to close  out such  short
positions.

     The selling  stockholders  and any  broker-dealers  who  participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any discounts, commissions or similar
selling  expenses  they  receive  and any  profit on the  resale  of the  shares
purchased  by them may be deemed to be  underwriting  commissions  or  discounts
under the Securities Act. As a result, we have informed the selling stockholders
that Regulation M, promulgated under the Exchange Act, may apply to sales by the
selling  stockholders  in the  market.  The  selling  stockholders  may agree to
indemnify  any  broker,  dealer  or  agent  that  participates  in  transactions
involving  the  sale  of  the  shares  against  certain  liabilities,  including
liabilities arising under the Securities Act.

     The aggregate net proceeds to the selling stockholders from the sale of the
shares will be the purchase price of such shares less any discounts, concessions
or commissions.  We will not receive any proceeds from the sale of any shares by
the selling  stockholders.  We will pay all expenses  reasonably  related to the
registration  of the shares for sale by the selling  stockholders  in connection
with this  offering,  but we will not pay any  expenses  incurred by the selling
stockholders in connection with brokerage fees or underwriting commissions, fees
and expenses of attorneys,  accountants or other advisors, or income or transfer
taxes.

     The selling stockholders are acting independently of us in making decisions
with  respect to the timing,  price,  manner and size of each sale.  We have not


                                       15


engaged any broker,  dealer or agent in connection  with the sale of the shares,
and there is no assurance that the selling  stockholders will sell any or all of
the shares.  In connection with the offer and sale of the shares, we have agreed
to make available to the selling  stockholders copies of this Prospectus and any
applicable  prospectus  supplement and have informed the selling stockholders of
the need to deliver  copies of this  Prospectus  and any  applicable  prospectus
supplement to purchasers prior to any sale to them.

     The shares covered by this  Prospectus may become  qualified for sale under
Section 4(1) of the Securities Act or Rule 144 promulgated thereunder, whereupon
they may be sold  pursuant  to such  provisions  rather  than  pursuant  to this
Prospectus.

                        FEDERAL INCOME TAX CONSIDERATIONS

     The following summary of certain U.S. federal income tax  considerations is
based on current law, is for general information only and is not tax advice. The
tax  treatment of a holder of any of the offered  securities  will depend on the
holder's particular  situation,  and this discussion does not attempt to address
all aspects of federal income tax considerations that may be relevant to holders
of  the  offered  securities  in  light  of  their  personal  investment  or tax
circumstances,   or  to  certain  types  of  stockholders  (including  insurance
companies,  tax-exempt organizations,  financial institutions or broker-dealers,
foreign corporations and persons who are not citizens or residents of the United
States),  except to the extent  discussed in this section.  This summary assumes
that the stockholder holds the stock as a capital asset. Current law may change,
possibly with retroactive effect.

     Each prospective  purchaser of the offered securities is advised to consult
his or her own tax  advisor  regarding  the  specific  tax  consequences  to the
purchaser of the purchase,  ownership and sale of the offered  securities and of
our election to be taxed as a REIT, including the federal, state, local, foreign
and other tax consequences of the purchase,  ownership, sale and election and of
potential  changes in applicable  tax laws.  In  particular,  foreign  investors
should  consult their own tax advisors  concerning  the tax  consequences  of an
investment in our company, including the possibility of United States income tax
withholding on our distributions.

Taxation of CBL

     We have elected to be taxed as a REIT under Sections 856 through 860 of the
Internal Revenue Code and applicable Treasury  Regulations,  which set forth the
requirements  for qualifying as a REIT,  commencing  with our taxable year ended
December  31,  1993.  We believe  that,  commencing  with our taxable year ended
December 31, 1993, we have been organized and have operated,  and are operating,
in such a manner so as to qualify  for  taxation  as a REIT  under the  Internal
Revenue Code. We intend to continue to operate in such a manner,  but we may not
operate in a manner so as to qualify or remain qualified for taxation as a REIT.

     Our  qualification and taxation as a REIT depends upon our ability to meet,
through actual  operating  results,  certain  distribution  levels,  a specified
diversity of stock ownership and the various other  qualification  tests imposed
under the  Internal  Revenue Code as discussed  below.  Accordingly,  the actual


                                       16


results of our operations for any particular  taxable year may not satisfy these
requirements.  Further,  the anticipated income tax treatment  described in this
Prospectus may be changed, perhaps retroactively, by legislative, administrative
or judicial action at any time. For a discussion of the tax  consequences of the
failure to qualify as a REIT, see "Federal Income Tax Considerations--Failure to
Qualify"  below.   The  sections  of  the  Internal  Revenue  Code  relating  to
qualification  and  operation as a REIT are highly  technical  and complex.  The
following sets forth the material  aspects of the Internal Revenue Code sections
that  govern  the  federal  income  tax  treatment  of a REIT.  This  summary is
qualified in its entirety by the applicable Internal Revenue Code provisions and
Treasury  Regulations and  administrative  and judicial  interpretations  of the
applicable  Internal Revenue Code provisions and Treasury  Regulations.  Willkie
Farr & Gallagher LLP has acted as our special tax counsel in connection with our
election  to be taxed as a REIT.  While our tax  counsel  will render an opinion
regarding  the accuracy of the  statements  set forth under this  discussion  of
Federal  Income  Tax  Considerations,   these  statements  are  based  upon  our
representation  that we have  qualified,  and will  operate in a manner so as to
continue to qualify,  to be treated as a REIT for federal  income tax  purposes.
Our tax counsel will not render an opinion regarding our tax status as a REIT in
connection with this Prospectus.

     For as long as we qualify for taxation as a REIT, we generally  will not be
subject to  federal  corporate  income  taxes on our  income  that is  currently
distributed to  stockholders.  The REIT  requirements  generally allow a REIT to
deduct  dividends  paid  to  its  stockholders.   This  treatment  substantially
eliminates the "double  taxation"  (once at the corporate level and again at the
stockholder level) that generally results from investment in a corporation.

     Even if we qualify  for  taxation  as a REIT,  we may be subject to federal
income tax as follows:

     First,  we will be taxed at regular  corporate  rates on any  undistributed
"real estate  investment  trust taxable  income,"  including  undistributed  net
capital gains.  However, we can elect to "pass through" any of our taxes paid on
our undistributed net capital gains income to our stockholders on a proportional
basis.

     Second, under certain circumstances,  we may be subject to the "alternative
minimum tax" on our items of tax preference, if any.

     Third,  if we have (1) net  income  from the sale or other  disposition  of
"foreclosure  property"  that is held  primarily  for sale to  customers  in the
ordinary  course  of  business  or (2)  other  non-qualifying  net  income  from
foreclosure  property,  such  amounts  will  be  subject  to tax at the  highest
corporate rate on that income.  Foreclosure  property means property acquired by
reason of a default on a lease or an indebtedness held by a REIT.

     Fourth, if we have net income from "prohibited transactions," which are, in
general,  certain sales or other  dispositions  of property,  held primarily for
sale to  customers  in the  ordinary  course of  business  other  than  sales of
foreclosure  property and sales that qualify for a statutory  safe harbor,  that
income will be subject to a 100% tax.

                                       17


     Fifth,  if we should fail to satisfy  the 75% gross  income test or the 95%
gross income test,  as discussed  below,  and have  nonetheless  maintained  our
qualification  as a REIT because  certain other  requirements  have been met, we
will be  subject  to a 100% tax on an  amount  equal to the  greater  of (1) the
excess of (a) 90% of our gross  income  less (b) the amount of our gross  income
that is qualifying  income for purposes of the 95% test or (2) the excess of (a)
75% of our  gross  income  less  (b) the  amount  of our  gross  income  that is
qualifying  income  for  purposes  of the 75%  test,  multiplied  by a  fraction
intended to reflect our profitability.

     Sixth,  if we should fail to distribute  with respect to each calendar year
at least the sum of (1) 85% of our REIT ordinary  income for that year,  (2) 95%
of our REIT  capital  gain net  income for the year,  and (3) any  undistributed
taxable income from prior periods,  we will be subject to a 4% excise tax on the
excess of that required distribution over the amounts actually distributed.

     Seventh,  if we acquire in the future any asset from a "C" corporation in a
carryover basis transaction,  or if we held assets beginning on the first day of
the first  taxable year for which we qualified  as a REIT,  and we  subsequently
recognize  gain on the  disposition  of the  asset  during  the  10-year  period
beginning on the date on which we either  acquired the asset or first  qualified
as a REIT,  then the excess of (a) the fair market  value of the asset as of the
beginning  of the  period,  over (b) our  adjusted  basis in the asset as of the
beginning of the period will generally be subject to tax at the highest  regular
corporate  rate.  A  "C"  corporation  means  a  corporation   subject  to  full
corporate-level tax.

     Eighth,  for taxable years beginning after December 31, 2000, if we receive
non-arm's-length  income  as a result of  services  provided  by a taxable  REIT
subsidiary  to our  tenants,  or if we receive  certain  other  non-arm's-length
income from a taxable REIT  subsidiary,  we will be subject to a 100% tax on the
amount of the non-arm's-length income.

Requirements for Qualification

Organizational Requirements

     In order to remain  qualified as a REIT,  we must  continue to meet certain
requirements,  discussed  below,  relating  to our  organization  and sources of
income,   the  nature  of  our  assets  and   distributions  of  income  to  our
stockholders.

     The  Internal  Revenue  Code  defines  a REIT as a  corporation,  trust  or
association  (1) that is managed by one or more trustees or  directors,  (2) the
beneficial  ownership  of which  is  evidenced  by  transferable  shares,  or by
transferable certificates of beneficial interest, (3) that would be taxable as a
domestic corporation but for its compliance with the REIT requirements, (4) that
is neither a financial  institution nor an insurance  company subject to certain
provisions of the Internal  Revenue Code, (5) the beneficial  ownership of which
is held by 100 or more  persons,  (6) during the last half of each taxable year,
not more than 50% in value of the  outstanding  stock of which  has been  owned,
directly or indirectly,  by five or fewer individuals and (7) that meets certain
other tests, described below, regarding the nature of its income and assets. The
REIT  requirements  provide that conditions (1) to (4),  inclusive,  must be met
during the entire  taxable  year,  and that  condition (5) must be met during at
least 335 days of a taxable year of 12 months, or during a proportionate part of

                                       18

a taxable year of less than 12 months.  For purposes of condition  (6),  certain
tax-exempt  entities are generally  treated as individuals.  However,  a pension
trust  generally  will not be considered an individual for purposes of condition
(6).  Instead,  beneficiaries  of the  pension  trust will be treated as holding
stock of a REIT in proportion to their actuarial interests in the trust.

     We have satisfied the  requirements  of conditions (1) through (4) and (7),
and we believe that the requirements of conditions (5) and (6) have been and are
currently satisfied.  In addition, our certificate of incorporation provides for
restrictions  regarding  transfer  of  our  shares  in  order  to  assist  us in
continuing to satisfy the share ownership  requirements  described in conditions
(5) and (6) above.

     We currently  have three  "qualified  REIT  subsidiaries,"  CBL Holdings I,
Inc.,  CBL  Holdings  II,  Inc.  and  CBL/North  Haven,  Inc.,  and we may  have
additional qualified REIT subsidiaries in the future. A corporation will qualify
as a qualified  REIT  subsidiary  of the  Company if we own  directly or through
disregarded  entities 100% of its stock and it is not a taxable REIT subsidiary.
A  corporation  that is a  qualified  REIT  subsidiary  will not be treated as a
separate  corporation,   and  all  assets,  liabilities  and  items  of  income,
deduction,  and credit of a qualified REIT subsidiary will be treated as assets,
liabilities  and items of the REIT.  Thus, in applying these  requirements,  the
separate  existence of our qualified REIT subsidiaries will be ignored,  and all
assets,  liabilities  and  items  of  income,  deduction,  and  credit  of these
subsidiaries will be treated as our assets, liabilities and items.

     In  the  case  of a  REIT  that  is  a  direct  or  indirect  partner  in a
partnership,  Treasury  Regulations  provide that the REIT will be deemed to own
its  proportionate  share of the assets of the partnership and will be deemed to
be  entitled to the income of the  partnership  attributable  to that share.  In
addition,  the character of the assets and gross income of the partnership  will
retain  the same  character  in the hands of the REIT for  purposes  of the REIT
requirements,  including  satisfying  the gross income tests and the asset tests
described below.  Thus, our proportionate  share of the assets,  liabilities and
items of income of the operating  partnership and the property partnerships will
be treated  as our  assets,  liabilities  and items of income  for  purposes  of
applying the requirements described in this section, provided that the operating
partnership and property  partnerships  are treated as partnerships  for federal
income tax purposes.

     Finally,  a  corporation  may not elect to become a REIT unless its taxable
year is the calendar year. Our taxable year is the calendar year.

Income Tests

     In order for us to  maintain  our  qualification  as a REIT,  there are two
gross income requirements that must be satisfied  annually.  First, at least 75%
of our gross income,  excluding gross income from prohibited  transactions,  for
each taxable year must consist of defined  types of income  derived  directly or
indirectly  from  investments  relating to real  property or  mortgages  on real
property,  including  "rents from real  property," as described  below,  and, in
certain circumstances, interest, or from certain types of temporary investments.
Second, at least 95% of our gross income, excluding gross income from prohibited
transactions,  for  each  taxable  year  must  be  derived  from  real  property


                                       19


investments of the  aforementioned  types,  dividends,  other types of interest,
gain from the sale or disposition of stock or securities  that do not constitute
dealer property, or any combination of the foregoing.  Dividends that we receive
on our  indirect  ownership  interest  in the  management  company,  as  well as
interest  that we  receive  on our  loan to the  management  company  and  other
interest income that is not secured by real estate, generally will be includable
under the 95% test but not under the 75% test.

     Rents  received or deemed to be received by us will  qualify as "rents from
real property" for purposes of the gross income tests only if several conditions
are met:

     First,  the amount of rent must not be based,  in whole or in part,  on the
income or  profits  of any  person.  However,  an  amount  received  or  accrued
generally will not be excluded from the term "rents from real  property"  solely
by reason of being based on a fixed  percentage  or  percentages  of receipts or
sales.

     Second,  rents  received  from a tenant will not qualify as rents from real
property if the REIT, or a direct or indirect  owner of 10% or more of the REIT,
owns, directly or constructively, 10% or more of the tenant, except that for tax
years  beginning  after  December 31, 2000,  rents  received from a taxable REIT
subsidiary under certain  circumstances qualify as rents from real property even
if we own more than a 10% interest in the subsidiary.

     Third, if rent  attributable to personal property leased in connection with
a lease of real  property is greater than 15% of the total rent  received  under
the lease,  then the portion of rent  attributable to the personal property will
not qualify as rents from real property.

     Fourth,  a REIT may  provide  services  to its  tenants and the income will
qualify as rents from real  property  if the  services  are of a type that a tax
exempt organization can provide to its tenants without causing its rental income
to be  unrelated  business  taxable  income  under the  Internal  Revenue  Code.
Services that would give rise to unrelated  business  taxable income if provided
by a tax exempt  organization must be provided either by the management  company
which is a  taxable  REIT  subsidiary  or by an  independent  contractor  who is
adequately  compensated  and from  whom the REIT  does not  derive  any  income;
otherwise,  all of the rent  received  from the tenant for whom the services are
provided will fail to qualify as rents from real property if the services income
exceeds a de minimis amount.  However,  rents will not be disqualified if a REIT
provides de minimis impermissible services. For this purpose,  services provided
to tenants of a property are considered de minimis where income derived from the
services  rendered  equals 1% or less of all income  derived from the  property,
with the threshold determined on a  property-by-property  basis. For purposes of
the 1% threshold, the amount treated as received for any service may not be less
than 150% of the direct cost  incurred in  furnishing  or rendering the service.
Also  note,  however,  that  receipts  for  services  furnished,  whether or not
rendered by an independent  contractor,  which are not  customarily  provided to
tenants in properties of a similar class in the  geographic  market in which our
property is located will in no event qualify as rents from real property.

     Substantially all of our income is derived from our partnership interest in
the operating partnership.  The operating partnership's real estate investments,


                                       20


including those held through the property partnerships, give rise to income that
enables us to satisfy all of the income tests  described  above.  The  operating
partnership's  income is largely  derived  from its  interests,  both direct and
indirect,  in the  properties,  which  income,  for the most part,  qualifies as
"rents from real  property"  for  purposes  of the 75% and the 95% gross  income
tests. The operating  partnership also derives dividend income from its interest
in the management company.

     None of us, the operating  partnership or any of the property  partnerships
currently  under  existing  leases,  nor  will  any of  them  in the  future  in
connection  with new leases,  (1) charge rent for any property  that is based in
whole or in part on the income or  profits  of any  person  (except by reason of
being based on a percentage of receipts or sales, as described above) other than
relatively  minor  amounts  that,  either  singly or when  combined  with  other
non-qualifying  income,  do not affect compliance with the above tests; (2) rent
any  property  to a tenant of which we, or an owner of 10% or more of our stock,
directly  or  indirectly,  own 10% or more,  other than under  leases with CBL &
Associates,  Inc., certain of our affiliates and officers and certain affiliates
of those persons that produce a relatively minor amount of non-qualifying income
and that we  believe  will  not,  either  singly  or when  combined  with  other
non-qualifying  income,  exceed the limits on non-qualifying  income; (3) derive
rent  attributable to personal  property leased in connection with property that
exceeds 15% of the total rents other than relatively minor amounts that,  either
singly  or  when  combined  with  other  non-qualifying  income,  do not  affect
compliance with the above tests; or (4) directly perform any services that would
give rise to income derived from services that give rise to "unrelated  business
taxable  income" as defined in Section 512(a) of the Internal  Revenue Code, and
none of them will in the future enter into new leases that would,  either singly
or in the aggregate, result in our disqualification as a REIT.

     We have  obtained  from the IRS a ruling  that  direct  performance  of the
services and the undertaking of the activities described above by the management
company with respect to properties  owned by us or by the operating  partnership
or the property  partnerships,  and the management  company's  other services to
third  parties,  will  not  cause  the  amounts  received  directly  or  through
partnerships  by us from the rental of our  properties  and of properties of the
partnerships  to be treated as something other than rents from real property for
purposes of the Internal Revenue Code.

     The  management  company  receives fees in exchange for the  performance of
certain management and administrative  services. These fees do not accrue to us,
but we receive dividends and interest from the management company, which qualify
under the 95% gross income test.  We believe  that the  aggregate  amount of any
non-qualifying  income  in any  taxable  year  will not  exceed  the  limits  on
non-qualifying income under the 75% and 95% gross income tests.

     For purposes of the gross income tests, the term "interest"  generally does
not include  any amount  received or  accrued,  directly or  indirectly,  if the
determination of the amount depends in whole or in part on the income or profits
of any person.  However,  an amount  received or accrued  generally  will not be
excluded  from the term  "interest"  solely by reason of being  based on a fixed
percentage  or  percentages  of  receipts  or  sales.   Although  the  operating
partnership  or the  property  owners  may  advance  money  from time to time to
tenants for the purpose of financing tenant  improvements,  we and the operating
partnership do not intend to charge interest in any transaction that will depend


                                       21


in whole or in part on the income or profits of any person or to make loans that
are not secured by mortgages of real estate in amounts that could jeopardize our
compliance with the 5% asset test described below.

     Any net income  derived from a prohibited  transaction is subject to a 100%
tax. We believe  that no asset  owned by us, the  operating  partnership  or the
property  partnerships  is held for sale to customers,  and that the sale of any
property  will not be in the  ordinary  course of our  business,  or that of the
operating partnership or the relevant property partnership.  Whether property is
held  primarily  for sale to  customers  in the  ordinary  course  of a trade or
business and,  therefore,  is subject to the 100% tax,  depends on the facts and
circumstances  in  effect  from  time to  time,  including  those  related  to a
particular  property.  We and the operating  partnership  will attempt to comply
with  the  terms  of  safe-harbor   provisions  in  the  Internal  Revenue  Code
prescribing   when  asset  sales  will  not  be   characterized   as  prohibited
transactions.  We may  not  always  be  able  to  comply  with  the  safe-harbor
provisions  of the Internal  Revenue Code or avoid owning  property  that may be
characterized  as property held  primarily for sale to customers in the ordinary
course of business.

     If we fail to satisfy one or both of the 75% and 95% gross income tests for
any taxable year, we may nevertheless  qualify as a REIT for that year if we are
entitled to relief under certain  provisions of the Internal Revenue Code. These
relief provisions generally will be available if our failure to meet those tests
is due to reasonable cause and not willful neglect,  we attach a schedule of our
sources of income to our return and any  incorrect  information  on the schedule
was not due to fraud  with  intent to evade  tax.  It is not  possible  to state
whether in all circumstances we would be entitled to the benefit of these relief
provisions.  As  discussed  above in  "--Taxation  of CBL," even if these relief
provisions apply, a tax would be imposed with respect to the excess net income.

     In addition to the two income tests  described  above, we were subject to a
third income test for our taxable years before 1998. Under this test, short-term
gains  from the sale or other  disposition  of stock or  securities,  gain  from
prohibited  transactions  and  gain on the  sale or  other  disposition  of real
property held for less than four years,  apart from involuntary  conversions and
sales of foreclosure  property,  were required to represent less than 30% of our
gross income, including gross income from prohibited  transactions,  for each of
these taxable years.

                                       22


Asset Tests

     In order for us to maintain our  qualification  as a REIT, we, at the close
of each quarter of our taxable year,  must also satisfy three tests  relating to
the nature of our assets.  First,  at least 75% of the value of our total assets
must be represented by real estate assets. Real estate assets for the purpose of
this asset test include (1) our  allocable  share of real estate  assets held by
partnerships in which we own an interest or held by qualified REIT  subsidiaries
and (2) stock or debt instruments held for not more than one year purchased with
the  proceeds  of our stock  offering  or  long-term  (at least five years) debt
offering,  cash items and government securities.  Second, although the remaining
25% of our assets generally may be invested without  restriction,  securities in
this class may not exceed  either (1) 5% of the value of our total  assets as to
any  one  issuer  or (2) 10% of the  outstanding  voting  securities  of any one
issuer.

     In addition to the asset  tests  described  above,  we are  prohibited,  in
taxable years  beginning  after December 31, 2000,  from owning more than 10% of
the value of the outstanding debt and equity  securities of any subsidiary other
than a qualified REIT subsidiary, subject to an exception. The exception is that
we and a subsidiary  may make a joint  election for the subsidiary to be treated
as a "taxable REIT subsidiary." A taxable REIT subsidiary is a corporation other
than a REIT in which we directly or indirectly  hold stock,  and that has made a
joint  election  with us to be treated as a taxable REIT  subsidiary.  A taxable
REIT subsidiary also includes any corporation  other than a REIT with respect to
which a taxable REIT  subsidiary  in which we own an interest  owns  securities,
other than certain "straight debt"  securities,  possessing more than 35% of the
total voting power or value of the outstanding  securities of such  corporation.
The  securities  of a taxable REIT  subsidiary  are not subject to the 10% value
test and the 10% voting  securities  test and are also  exempt from the 5% asset
test.  However,  no more than 20% of the total  value of a REIT's  assets can be
represented  by  securities  of one  or  more  taxable  REIT  subsidiaries.  The
management company is a taxable REIT subsidiary.

     It should be noted that the 20% value  limitation  must be satisfied at the
end of any quarter in which we increase our interest in the management  company.
In this  respect,  if any partner of the  operating  partnership  exercises  its
option to exchange  interests in the operating  partnership for shares of common
stock  (or  we  otherwise   acquire   additional   interests  in  the  operating
partnership),  we will thereby increase our proportionate  (indirect)  ownership
interest in the management company, thus requiring us to recalculate our ability
to meet the 20% test in any quarter in which the exchange  option is  exercised.
Although  we plan to take steps to ensure that we satisfy the 20% value test for
any quarter  with respect to which  retesting  is to occur,  these steps may not
always be successful  or may require a reduction in the operating  partnership's
overall interest in the management company.

     The rules regarding taxable REIT subsidiaries  contain provisions generally
intended  to  insure  that  transactions  between  a REIT and its  taxable  REIT
subsidiary  occur at arm's length and on commercially  reasonable  terms.  These
requirements  include a provision that prevents a taxable REIT  subsidiary  from
deducting  interest  on direct or indirect  indebtedness  to its parent REIT if,
under a specified  series of tests, the taxable REIT subsidiary is considered to
have an excessive interest expense level or debt to equity ratio. In some cases,
a 100% tax is imposed on the REIT with respect to certain items  attributable to


                                       23


any of its rental,  service or other agreements with its taxable REIT subsidiary
that are not on arm's-length terms.

     We believe that we are in  compliance  with the asset tests.  Substantially
all of our investments are in properties that are qualifying real estate assets.

     After  initially  meeting the asset tests at the close of any  quarter,  we
will not lose our status as a REIT for failure to satisfy the asset tests at the
end of a later  quarter  solely by reason of  changes  in asset  values.  If the
failure to satisfy the asset tests results from an  acquisition of securities or
other  property  during a quarter,  including an increase of our interest in the
management  company,  the  failure  can be cured by  disposition  of  sufficient
nonqualifying  assets within 30 days after the close of that quarter.  We intend
to  maintain  adequate  records of the value of our assets to ensure  compliance
with the asset  tests and to take such  other  actions  within 30 days after the
close of any quarter as may be required to cure any noncompliance.

Annual Distribution Requirements

     In order to remain  qualified  as a REIT,  we are  required  to  distribute
dividends,  other than capital gain dividends,  to our stockholders in an amount
at least equal to (A) the sum of (1) 90% (95% for taxable years beginning before
January 1, 2001) of our real estate  investment  trust taxable income,  computed
without regard to the dividends paid deduction and our net capital gain, and (2)
90% (95% for taxable years  beginning  before  January 1, 2001) of the after tax
net income,  if any,  from  foreclosure  property,  minus (B) the sum of certain
items of noncash income.  In addition,  if we dispose of any asset with built-in
gain during the ten-year  period  beginning on the date we acquired the property
from a "C"  corporation  or became a REIT,  we will be  required,  according  to
guidance  issued by the IRS, to  distribute  at least 90% (95% for taxable years
beginning  before  January  1,  2001) of the after tax  built-in  gain,  if any,
recognized on the disposition of the asset. These  distributions must be paid in
the taxable  year to which they  relate,  or in the  following  taxable  year if
declared  before we timely  file our tax  return  for the year and if paid on or
before the first regular dividend payment after the declaration.

     To the extent  that we do not  distribute  all of our net  capital  gain or
distribute at least 90% but less than 100% of our real estate  investment  trust
taxable  income,  as  adjusted,  we will be subject to tax on the  undistributed
amount at ordinary and capital gains corporate tax rates, as the case may be.

     If we so choose, we may retain,  rather than distribute,  our net long-term
capital  gains and pay the tax on those gains.  In this case,  our  stockholders
would include their proportionate  share of the undistributed  long-term capital
gains in income.  However,  our  stockholders  would then be deemed to have paid
their  share of the tax,  which  would  be  credited  or  refunded  to them.  In
addition,  our stockholders  would be able to increase their basis in our shares
they hold by the amount of the  undistributed  long-term capital gains, less the
amount of capital  gains tax we paid,  included in the  stockholders'  long-term
capital gains.

     Furthermore,  if we should fail to distribute  during each calendar year at
least the sum of (1) 85% of our REIT  ordinary  income for the year,  (2) 95% of
our REIT  capital  gain  income for the year and (3) any  undistributed  taxable


                                       24


income from prior periods,  we would be subject to a 4% excise tax on the excess
of the required distribution over the amounts actually distributed. We intend to
make  timely  distributions   sufficient  to  satisfy  all  annual  distribution
requirements.

     Our taxable income consists  substantially of our distributive share of the
income of the operating  partnership.  We expect that our taxable income will be
less than the cash flow we receive from the  operating  partnership,  due to the
allowance of depreciation  and other non-cash  charges in computing REIT taxable
income.  Accordingly,  we anticipate that we will generally have sufficient cash
or liquid assets to enable us to satisfy the 90% distribution requirement.

     It  is  possible  that,  from  time  to  time,  we  may  experience  timing
differences  between  (1) the actual  receipt  of income  and actual  payment of
deductible  expenses and (2) the  inclusion  of the income and  deduction of the
expenses in arriving at our taxable income.  Further,  it is possible that, from
time to time,  we may be allocated a share of net capital gain  attributable  to
the sale of  depreciated  property  which  exceeds our  allocable  share of cash
attributable  to that sale. In these cases,  we may have less cash available for
distribution than is necessary to meet our annual 90% distribution  requirement.
To meet the 90% distribution requirement,  we may find it appropriate to arrange
for short-term or possibly  long-term  borrowings or to pay distributions in the
form of  taxable  stock  dividends.  Any  borrowings  for the  purpose of making
distributions  to stockholders are required to be arranged through the operating
partnership.

     Under  certain  circumstances,  we may be able to rectify a failure to meet
the  distribution  requirement  for a year by paying  "deficiency  dividends" to
stockholders  in a later  year,  which  may be  included  in our  deduction  for
dividends  paid for the earlier year.  Thus, we may be able to avoid being taxed
on amounts distributed as deficiency dividends;  however, we will be required to
pay  penalties  and  interest to the IRS based upon the amount of any  deduction
taken for deficiency dividends.

     Under applicable Treasury Regulations, we must maintain certain records and
request  certain  information  from our  stockholders  designed to disclose  the
actual ownership of our stock. We have complied with these requirements.

Failure to Qualify

     If we fail to qualify for  taxation  as a REIT in any taxable  year and the
relief  provisions  do not  apply,  we will be  subject  to tax,  including  any
applicable  alternative  minimum tax, on our taxable income at regular corporate
rates.  Distributions  to  stockholders  in any year in which we fail to qualify
will  not be  deductible  by us;  nor  will  we be  required  to make  any  such
distributions.  In this event, to the extent of current and accumulated earnings
and  profits,  all  distributions  to  stockholders  will be taxable as ordinary
income,  and,  subject to certain  limitations  of the  Internal  Revenue  Code,
corporate  distributees  may be eligible for the  dividends-received  deduction.
Unless we are entitled to relief under specific  statutory  provisions,  we will
also be  disqualified  from  taxation  as a REIT  for  the  four  taxable  years
following  the year in which our  qualification  was lost. It is not possible to
state whether, in all circumstances, we would be entitled to statutory relief.

                                       25


Taxation of U.S. Stockholders

     As used in this section, the term "U.S.  stockholder" means a holder of our
common or preferred  stock that for United States federal income tax purposes is
(1) a citizen or resident of the United States,  (2) a corporation,  partnership
or other entity  created or organized in or under the laws of the United  States
or of any political  subdivision of the United States,  (3) an estate the income
of which is subject to United States federal income  taxation  regardless of its
source,  (4) a trust if a court  within  the United  States is able to  exercise
primary  supervision over the administration of the trust and one or more United
States  persons have the authority to control all  substantial  decisions of the
trust or (5) a  person  or  entity  otherwise  subject  to U.S.  federal  income
taxation on a net income  basis.  For any taxable  year for which we qualify for
taxation as a REIT,  amounts  distributed to taxable U.S.  stockholders  will be
taxed as follows.

Distributions Generally

     Distributions  to U.S.  stockholders,  other than  capital  gain  dividends
discussed below, will constitute  dividends to those holders up to the amount of
our  current  or  accumulated  earnings  and  profits  and  are  taxable  to the
stockholders as ordinary income.  These  distributions  are not eligible for the
dividends-received deduction for corporations.  In addition, these distributions
generally will not be eligible for treatment as "qualified dividend income." See
"--New  Legislation." To the extent that we make  distributions in excess of our
current or accumulated  earnings and profits,  the  distributions  will first be
treated  as a tax-free  return of  capital,  reducing  the tax basis in the U.S.
stockholder's shares, and distributions in excess of the U.S.  stockholder's tax
basis in its shares are taxable as capital  gain  realized  from the sale of the
shares.  Dividends  declared by us in October,  November or December of any year
payable  to a U.S.  stockholder  of record on a  specified  date in any of these
months will be treated as both paid by us and  received by the U.S.  stockholder
on December 31 of the year,  provided that we actually paid the dividend  during
January of the following  calendar year.  U.S.  stockholders  may not include on
their own income tax returns any of our tax losses.

     We will be treated as having sufficient  earnings and profits to treat as a
dividend any distribution we make up to the amount required to be distributed in
order to avoid  imposition of the 4% excise tax discussed in "--Taxation of CBL"
above.  As  a  result,  our  stockholders  may  be  required  to  treat  certain
distributions  that would  otherwise  result in a tax-free  return of capital as
taxable  dividends.  Moreover,  any  deficiency  dividend  will be  treated as a
dividend--an  ordinary  dividend  or a capital  gain  dividend,  as the case may
be--regardless   of  our  earnings  and  profits  for  the  year  in  which  the
distribution is made.

Capital Gain Dividends

     Dividends to U.S.  stockholders that we properly  designate as capital gain
dividends  will be treated as long-term  capital gain, to the extent they do not
exceed our actual net capital gain,  for the taxable year without  regard to the
period for which the  stockholder  has held his stock.  As  described  in "--New
Legislation"   below,   these  gains  may  be  taxable  to  non-corporate   U.S.
stockholders  at a 15% or 25% rate.  Capital gain dividends are not eligible for


                                       26


the   dividends-received   deduction  for   corporations;   however,   corporate
stockholders  may  be  required  to  treat  up to 20% of  certain  capital  gain
dividends as ordinary  income.  If we elect to retain  capital gains rather than
distribute  them,  a U.S.  stockholder  will be deemed to receive a capital gain
dividend equal to the amount of its proportionate  share of the retained capital
gains.  In this case, a U.S.  stockholder  will receive  certain tax credits and
basis adjustments reflecting the deemed distribution and deemed payment of taxes
by the U.S. stockholder.

Passive Activity Loss and Investment Interest Limitations

     Our  distributions and gain from the disposition of our common or preferred
stock will not be  treated  as passive  activity  income  and,  therefore,  U.S.
stockholders  may not be able to apply any passive  losses  against that income.
Our dividends,  to the extent they do not  constitute a return of capital,  will
generally  be  treated  as  investment  income for  purposes  of the  investment
interest  limitation.  Net capital  gain from the  disposition  of our common or
preferred  stock and capital gains  generally will be eliminated from investment
income  unless the  taxpayer  elects to have the gain taxed at  ordinary  income
rates.

Certain Dispositions of Our Common or Preferred Stock

     A U.S.  stockholder  will recognize gain or loss on the sale or exchange of
offered  securities to the extent of the difference  between the amount realized
on the sale or exchange and the holder's  adjusted tax basis in such securities.
The gain or loss generally will constitute long-term capital gain or loss if the
holder held the securities for more than one year.  Losses  incurred on the sale
or  exchange  of offered  securities  held for six months or less will be deemed
long-term  capital loss to the extent of any capital gain dividends  received by
the U.S. stockholder with respect to the securities.

Treatment of Tax-Exempt Stockholders

     Our  distributions to a stockholder  that is a tax-exempt  entity generally
should not  constitute  unrelated  business  taxable  income,  provided that the
tax-exempt  entity has not financed the  acquisition  of our common or preferred
stock with "acquisition indebtedness" within the meaning of the Internal Revenue
Code and that the offered  securities  are not  otherwise  used in an  unrelated
trade or business of the  tax-exempt  entity.  If we were to be a  "pension-held
REIT"  (which we do not  expect to be the case) and were to meet  certain  other
requirements,  certain  pension  trusts  owning  more  than  10% of  our  equity
interests  could be required to report a portion of any  dividends  they receive
from us as unrelated  business  taxable  income.  A REIT is not a "pension  held
REIT"  if it is able to  satisfy  the "not  closely  held"  requirement  without
relying on the "look-through" exception with respect to certain trusts.

Special Tax Considerations for Foreign Stockholders

     The rules governing  United States income  taxation of  non-resident  alien
individuals,  foreign corporations,  foreign partnerships and foreign trusts and
estates, which we refer to collectively as "non-U.S. stockholders," are complex,
and the  following  discussion  is  intended  only as a summary of these  rules.
Prospective non-U.S.  stockholders should consult with their own tax advisors to
determine  the  impact  of  federal,  state  and  local  income  tax  laws on an


                                       27


investment in the company, including any reporting requirements.

     In general, a non-U.S. stockholder will be subject to regular United States
income tax with respect to its  investment  in our company if the  investment is
effectively  connected  with the  non-U.S.  stockholder's  conduct of a trade or
business in the United States.  A corporate  non-U.S.  stockholder that receives
income that is, or is treated as,  effectively  connected  with a U.S.  trade or
business may also be subject to the branch  profits tax under Section 884 of the
Internal  Revenue  Code,  which is payable in addition to regular  United States
corporate income tax.

The following discussion will apply to non-U.S. stockholders whose investment in
our company is not effectively connected, as discussed above.

     A distribution  that we make that is not attributable to gain from our sale
or  exchange  of a  United  States  real  property  interest  and that we do not
designate  as a capital  gain  dividend  will be treated as an  ordinary  income
dividend  to the extent that it is made out of current or  accumulated  earnings
and profits.  Generally,  unless the dividend is effectively  connected with the
non-U.S.  stockholder's  conduct  of a  United  States  trade or  business,  the
dividend will be subject to a United States  withholding tax equal to 30% of the
gross amount of the dividend unless this withholding is reduced by an applicable
tax treaty. A distribution of cash in excess of our earnings and profits will be
treated  first as a  nontaxable  return of capital  that will  reduce a non-U.S.
stockholder's basis in its shares, but not below zero, and then as gain from the
disposition  of such shares,  the tax treatment of which is described  under the
rules discussed below with respect to disposition of the shares.  A distribution
in  excess  of our  earnings  and  profits  will  be  subject  to  30%  dividend
withholding if at the time of the  distribution it cannot be determined  whether
the  distribution  will be in an amount in excess of our current and accumulated
earnings and profits. If it is subsequently determined that the distribution is,
in fact, in excess of current and accumulated earnings and profits, the non-U.S.
stockholder  may seek a refund from the IRS. We expect to withhold United States
income tax at the rate of 30% on the gross amount of any distributions made to a
non-U.S. stockholder unless (1) a lower tax treaty rate applies and the required
form  evidencing  eligibility  for that reduced rate is filed with us or (2) the
non-U.S.   stockholder   files  IRS  Form  W-8ECI  with  us  claiming  that  the
distribution is effectively connected income.

     For any year in which we  qualify  as a REIT,  our  distributions  that are
attributable  to gain from the sale or exchange of a United States real property
interest will be taxed to a non-U.S.  stockholder in accordance with the Foreign
Investment  in Real  Property  Tax Act of 1980,  which we call  "FIRPTA."  Under
FIRPTA, distributions of this kind are taxed to a non-U.S. stockholder as if the
distributions  were gains  effectively  connected  with a United States trade or
business.  Accordingly,  a  non-U.S.  stockholder  will be taxed  at the  normal
capital gain rates applicable to a U.S.  stockholder,  subject to any applicable
alternative  minimum  tax and a special  alternative  minimum tax in the case of
nonresident  alien  individuals.  Distributions  subject  to FIRPTA  may also be
subject  to a 30%  branch  profits  tax  in the  hands  of a  foreign  corporate
stockholder that is not entitled to a treaty  exemption.  We will be required to
withhold from distributions to non-U.S.  stockholders, and remit to the IRS, 35%
of the amount of any  distribution  that  could be  designated  as capital  gain
dividends.  This amount is  creditable  against the non-U.S.  stockholder's  tax
liability.  It should be noted that the 35% withholding tax rate on capital gain


                                       28


dividends  is  higher  than  the  maximum  rate on  long-term  capital  gains of
individuals.  Capital gain  dividends  not  attributable  to gain on the sale or
exchange of United  States  real  property  interests  are not subject to United
States taxation if there is no requirement of withholding.

     Tax treaties may reduce our withholding  obligations.  If the amount of tax
we withheld with respect to a distribution to a non-U.S. stockholder exceeds the
stockholder's  United States  liability  with respect to the  distribution,  the
non-U.S. stockholder may file for a refund of the excess from the IRS.

     If the offered  securities fail to constitute a United States real property
interest  within the meaning of FIRPTA,  a sale of the offered  securities  by a
non-U.S.  stockholder  generally  will not be subject to United States  taxation
unless (1) investment in the offered  securities is  effectively  connected with
the non-U.S.  stockholder's  United States trade or business,  in which case, as
discussed above, the non-U.S. stockholder would be subject to the same treatment
as U.S.  stockholders  on the gain, (2) investment in the offered  securities is
attributable  to  a  permanent  establishment  that  the  non-U.S.   stockholder
maintains in the United States if that is required by an  applicable  income tax
treaty as a condition for subjecting the non-U.S.  stockholder to U.S.  taxation
on a net income  basis,  in which  case the same  treatment  would  apply to the
non-U.S. stockholder as to U.S. stockholders with respect to the gain or (3) the
non-U.S.  stockholder is a nonresident  alien  individual who was present in the
United  States for 183 days or more  during the  taxable  year and who has a tax
home in the United States,  in which case the nonresident  alien individual will
be subject to a 30% tax on the individual's capital gains.

     The offered  securities  will not  constitute a United States real property
interest if we are a domestically  controlled  REIT. A  domestically  controlled
REIT is a real estate  investment trust in which at all times during a specified
testing  period  less  than 50% in  value  of its  shares  is held  directly  or
indirectly by non-U.S. stockholders. We believe we are a domestically controlled
REIT, and therefore that the sale of the offered  securities will not be subject
to taxation under FIRPTA.  However,  because we are publicly traded,  we may not
continue to be a domestically controlled REIT.

     If we did not constitute a domestically controlled REIT, whether a non-U.S.
stockholder's sale of offered securities would be subject to tax under FIRPTA as
sale of a United  States  real  property  interest  would  depend on whether the
offered  securities  are "regularly  traded," as defined by applicable  Treasury
Regulations,  on an  established  securities  market  (e.g.,  the New York Stock
Exchange, on which the offered securities will be listed) and on the size of the
selling  stockholder's  interest in our company.  If the offered  securities are
regularly  traded (which we believe they will be) only selling  stockholders who
owned more than 5% of our stock,  at any time  during the last 5 years  prior to
the stock sale, are subject to tax under FIRPTA.  If the gain on the sale of the
offered   securities  were  subject  to  taxation  under  FIRPTA,  the  non-U.S.
stockholder  would be subject to the same treatment as a U.S.  stockholder  with
respect to the gain,  and  subject to  applicable  alternative  minimum tax or a
special alternative minimum tax in the case of nonresident alien individuals. In
any event, a purchaser of offered  securities from a non-U.S.  stockholder  will
not be required  under FIRPTA to withhold on the purchase price if the purchased
offered  securities are regularly traded on an established  securities market or
if we are a domestically controlled REIT. Otherwise, under FIRPTA, the purchaser


                                       29


of offered  securities may be required to withhold 10% of the purchase price and
remit that amount to the IRS.

Information Reporting Requirements and Backup Withholding Tax

U.S. Stockholders

     Under certain  circumstances,  U.S.  stockholders  may be subject to backup
withholding  on payments  made with respect to, or on cash proceeds of a sale or
exchange  of,  offered  securities.  Backup  withholding  will apply only if the
holder (1) fails to furnish its taxpayer  identification  number,  which, for an
individual,  would be his social  security  number,  (2)  furnishes an incorrect
taxpayer identification number, (3) is notified by the IRS that it has failed to
report  properly  payments  of  interest  and  dividends  or (4)  under  certain
circumstances fails to certify,  under penalty of perjury, that it has furnished
a correct  taxpayer  identification  number and has not been notified by the IRS
that it is subject to backup  withholding  for  failure to report  interest  and
dividend payments.  Backup withholding  generally will not apply with respect to
payments made to certain exempt recipients,  such as corporations and tax-exempt
organizations. U.S. stockholders should consult their own tax advisors regarding
their  qualification for exemption from backup withholding and the procedure for
obtaining this exemption.

Non-U.S. Stockholders

     Proceeds from a disposition of the offered  securities  will not be subject
to information  reporting and backup  withholding if the beneficial owner of the
offered  securities  is a non-U.S.  stockholder.  However,  if the proceeds of a
disposition  are paid by or  through a United  States  office  of a broker,  the
payment may be subject to backup  withholding  or  information  reporting if the
broker cannot document that the beneficial owner is a non-U.S.  person. In order
to  document  the status of a non-U.S.  stockholder,  a broker may  require  the
beneficial  owner of the  offered  securities  to provide  it with a  completed,
executed IRS Form W-8BEN,  certifying under penalty of perjury to the beneficial
owner's non-U.S. status.

Refunds

     Backup  withholding  is not an additional  tax.  Rather,  the amount of any
backup withholding with respect to a payment to a stockholder will be allowed as
a  credit  against  any  United  States  federal  income  tax  liability  of the
stockholder.  If withholding results in an overpayment of taxes, a refund may be
obtained,  provided  that the  required  information  is furnished to the United
States.

New Legislation

     The  maximum tax rate of  non-corporate  taxpayers  for (i) capital  gains,
including  "capital gain  dividends," has generally been reduced from 20% to 15%
(although,  certain  capital gain dividends may be taxed at a 25% rate) and (ii)
"qualified  dividend  income" has  generally  been  reduced  from 35% to 15%. In
general, dividends payable by REITs are not eligible for the reduced tax rate on
corporate dividends. However, under certain limited circumstances, our dividends


                                       30


may  qualify  as  "qualified  dividend  income,"  such as if our  dividends  are
attributable  to  dividends  received  from  taxable  corporations  (such as our
taxable  REIT  subsidiaries)  or to  income  that  was  subject  to  tax  at the
corporate/REIT  level. The currently applicable  provisions of the United States
federal income tax laws relating to the 15% tax rate are currently  scheduled to
"sunset" or revert back to the  provisions  of prior law  effective  for taxable
years  beginning  after  December 31, 2008,  at which time the capital gains tax
rate will be  increased  to 20% and the rate  applicable  to  dividends  will be
increased to the tax rate then applicable to ordinary income.

State and Local Taxation

     We and our  stockholders  may be  subject  to state or  local  taxation  in
various  state  or  local  jurisdictions,  including  those  in which we or they
transact  business or reside.  The state and local tax  treatment  of us and our
stockholders  may not conform to the federal income tax  consequences  discussed
above.  Consequently,  prospective  stockholders  should  consult  their own tax
advisors  regarding  the effect of state and local tax laws on an  investment in
our company.

Tax Aspects of the Operating Partnership

     The   following   discussion   summarizes   certain   federal   income  tax
considerations  applicable solely to our investment in the operating partnership
through CBL  Holdings I and CBL Holdings II and  represents  the view of Willkie
Farr & Gallagher LLP. The  discussion  does not cover state or local tax laws or
any federal tax laws other than income tax laws.

Income Taxation of the Operating Partnership and Its Partners

     Partners, Not the Operating  Partnership,  Subject to Tax. A partnership is
not a taxable  entity  for  federal  income  tax  purposes.  Rather,  we will be
required to take into account our allocable share of the operating partnership's
income,  gains,  losses,  deductions  and credits  for any  taxable  year of the
operating  partnership ending within or with our taxable year, without regard to
whether we have  received or will  receive  any direct or indirect  distribution
from the operating partnership.

     Operating  Partnership  Allocations.  Although a partnership agreement will
generally  determine the allocation of income and losses among  partners,  these
allocations  will be  disregarded  for tax purposes  under Section 704(b) of the
Internal  Revenue Code if they do not comply with the provisions of that section
and the Treasury Regulations promulgated under that section.

     If an allocation is not  recognized  for federal  income tax purposes,  the
item  subject to the  allocation  will be  reallocated  in  accordance  with the
partners' interests in the partnership,  which will be determined by taking into
account all of the facts and circumstances  relating to the economic arrangement
of  the  partners  with  respect  to  the  item.  The  operating   partnership's
allocations of taxable income and loss, and those of the property  partnerships,
are intended to comply with the  requirements  of Section 704(b) of the Internal
Revenue Code and the Treasury Regulations promulgated under that section.

                                       31


     Tax  Allocations  with Respect to  Contributed  Properties.  Under  Section
704(c)  of  the  Internal  Revenue  Code,  income,   gain,  loss  and  deduction
attributable  to appreciated  or  depreciated  property that is contributed to a
partnership in exchange for an interest in the partnership must be allocated for
federal  income tax  purposes in a manner such that the  contributor  is charged
with, or benefits from, the unrealized gain or unrealized loss that is generally
equal to the  difference  between  the  fair  market  value  of the  contributed
property at the time of contribution  and the adjusted tax basis of the property
at that time. The partnership  agreement for the operating  partnership requires
allocations  of income,  gain,  loss and deduction  attributable  to contributed
property to be made by the operating  partnership in a manner that is consistent
with Section 704(c) of the Internal Revenue Code.

     The allocation methods proposed to be applied by the operating  partnership
are described below.

     Basis in  Operating  Partnership  Interest.  Our  adjusted tax basis in our
indirect partnership interest in the operating partnership generally (1) will be
equal  to the  amount  of cash  and the  basis  of any  other  property  that we
contribute  to the  operating  partnership,  (2)  will be  increased  by (a) our
allocable  share of the  operating  partnership's  income and (b) our  allocable
share of certain  indebtedness of the operating  partnership and of the property
partnerships and (3) will be reduced, but not below zero, by our allocable share
of (a) the operating  partnership's  loss and (b) the amount of cash distributed
directly or indirectly to us, and by constructive distributions resulting from a
reduction in our share of certain indebtedness of the operating  partnership and
of the  property  partnerships.  With  respect to  increases in our adjusted tax
basis  in  our  indirect  partnership  interest  in  the  operating  partnership
resulting from certain indebtedness of the operating partnership, Section 752 of
the Internal  Revenue Code and the  regulations  promulgated  under that section
provide that a partner may include its share of  partnership  liabilities in its
adjusted tax basis of its interest in the  partnership to the extent the partner
bears the economic  risk of loss with  respect to the  liability.  Generally,  a
partnership's  non-recourse  debt is  shared  proportionately  by the  partners.
However,  if a partner  guarantees  partnership debt or is personally liable for
all or any portion of the debt,  the partner will be deemed to bear the economic
risk of loss for the amount of the debt for which it is personally liable. Thus,
the partner may include that amount in its adjusted tax basis of its interest in
the partnership.

     By virtue of our status as the sole stockholder of CBL Holdings I, which is
the sole general partner of the operating partnership, we will be deemed to bear
the  economic  risk  of loss  with  respect  to  indebtedness  of the  operating
partnership  that is not  nonrecourse  debt as defined in the  Internal  Revenue
Code. As a result, our adjusted tax basis in our indirect  partnership  interest
in the operating  partnership  may exceed our  proportionate  share of the total
indebtedness of the operating partnership.

     If the allocation of our distributive share of the operating  partnership's
loss would  reduce the  adjusted  tax basis of our  partnership  interest in the
operating  partnership  below zero, the recognition of the loss will be deferred
until the  recognition of the loss would not reduce our adjusted tax basis below
zero.  To the extent  that the  operating  partnership's  distributions,  or any
decrease  in  our  share  of  the  nonrecourse  indebtedness  of  the  operating


                                       32


partnership  or of a property  partnership,  would reduce our adjusted tax basis
below zero, such  distributions and constructive  distributions will normally be
characterized as capital gain, and if our partnership  interest in the operating
partnership  has been held for longer than the  long-term  capital  gain holding
period (currently,  one year), the distributions and constructive  distributions
will  constitute  long-term  capital  gain.  Each  decrease  in our share of the
nonrecourse   indebtedness  of  the  operating  partnership  or  of  a  property
partnership is considered a constructive cash distribution to us.

     Depreciation  Deductions  Available  to  the  Operating  Partnership.   The
operating  partnership was formed in 1993 principally by way of contributions of
certain  properties or  appreciated  interests in property  partnerships  owning
properties.  Accordingly,  the operating  partnership's  depreciation deductions
attributable  to the  properties  will be  based on the  contributing  partners'
depreciation  schedules  and in some  cases on new  schedules  under  which  the
property will be depreciated on depreciation schedules of up to 40 years, using,
initially,  the  adjusted  basis of the  contributed  assets in the hands of the
contributing   partners.  The  operating  partnership  has  estimated  that  the
aggregate, adjusted basis of its assets was approximately $430 million as of the
date of the formation.

     Section 704(c)  Allocations.  Section  704(c) of the Internal  Revenue Code
requires that  depreciation as well as gain and loss be allocated in a manner so
as to take into  account the  variation  between  the fair market  value and tax
basis  of  the  property  contributed  by  a  partner  to  a  partnership.   See
"--Operating   Partnership   Allocations"  for  more  information   about  these
allocations. Applicable Treasury Regulations provide a choice of several methods
of taking these differences between value and tax basis into account.

Sale of the Operating Partnership's Property

     Generally,  any gain realized by the operating  partnership  on the sale of
property held by the operating  partnership or a property  partnership or on the
sale of a partnership  interest in a property  partnership will be capital gain,
except  for any  portion of the gain that is  treated  as  depreciation  or cost
recovery  recapture.  Any unrealized gain attributable to the excess of the fair
market  value of the  properties  over their  adjusted  tax bases at the time of
contribution to the operating partnership must, when recognized by the operating
partnership,  generally be allocated to the limited  partners,  including  CBL &
Associates, Inc., under Section 704(c) of the Internal Revenue Code and Treasury
Regulations promulgated under that section.

     In the  event  of the  disposition  of any  of the  properties  which  have
pre-contribution gain, all income attributable to the undepreciated gain will be
allocated to the limited partners of the operating partnership, including to us,
and we generally will be allocated only our share of capital gains  attributable
to depreciation deductions we enjoyed and appreciation,  if any, occurring since
the  acquisition  of our  interest in the  operating  partnership.  Any decision
relating to the potential  sale of any property that would result in recognition
of gain of this kind will be made by the  independent  directors on our Board of
Directors. The operating partnership will be required in this case to distribute
to its  partners  all of the net cash  proceeds  from  the sale up to an  amount
reasonably  believed necessary to enable the limited partners,  including us, to
pay any income tax liability arising from the sale.

                                       33


     Our share of any gain realized by the operating  partnership on the sale of
any  property  held by the  operating  partnership  or property  partnership  as
inventory or other property held primarily for sale to customers in the ordinary
course  of the  operating  partnership's  or  property  partnership's  trade  or
business will be treated as income from a prohibited transaction that is subject
to a 100%  penalty  tax.  For  more  information  about  the  penalty  tax,  see
"--Requirements for  Qualification--Income  Tests" above. Prohibited transaction
income of this kind will also have an adverse effect upon our ability to satisfy
the   gross   income   tests   for  REIT   status.   See   "--Requirements   for
Qualification--Income Tests" above for more information about these tests. Under
existing  law,  whether  property is held as inventory or primarily  for sale to
customers  in the  ordinary  course of a trade or business is a question of fact
that depends on all the facts and  circumstances  with respect to the particular
transaction.  The operating  partnership and the property partnerships intend to
hold their properties for investment with a view to long-term  appreciation,  to
engage in the  business  of  acquiring,  developing,  owning and  operating  the
properties  and  other  shopping  centers  and to make  occasional  sales of the
properties,  including  peripheral  land, that are consistent with the operating
partnership's and the property partnerships' investment objectives.


                                  LEGAL MATTERS

     The  validity of the issuance of the shares and certain tax matters will be
passed upon for us by Willkie Farr & Gallagher LLP, New York, New York.  Certain
other  matters will be passed upon for us by Shumacker  Witt Gaither & Whitaker,
P.C.,  Chattanooga,  Tennessee.  Certain  members of  Shumacker  Witt  Gaither &
Whitaker, P.C. serve as our assistant secretaries.


                                     EXPERTS

     Our consolidated  financial  statements  incorporated in this prospectus by
reference from our Current Report on Form 8-K/A filed on September 13, 2004 have
been  audited  by  Deloitte  & Touche  LLP,  an  independent  registered  public
accounting  firm, as stated in their  report,  which is  incorporated  herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.

     Our  consolidated  financial  statement  schedules,  incorporated  in  this
prospectus by reference from our Annual Report on Form 10-K/A for the year ended
December  31, 2003,  have been audited by Deloitte & Touche LLP, an  independent
registered  public  accounting  firm,  as  stated  in  their  report,  which  is
incorporated  herein by reference and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

     The separate  statements of certain revenues and certain operating expenses
of Monroeville  Mall and  Greenbrier  Mall for the year ended December 31, 2003,
incorporated in this prospectus by reference from our Current Report on Form 8-K
filed on  September  2, 2004,  have been  audited by  Deloitte & Touche  LLP, an
independent registered public accounting firm, as stated in their reports, which


                                       34


are incorporated herein by reference,  and have been so incorporated in reliance
upon the  reports  of such  firm  given  upon  their  authority  as  experts  in
accounting and auditing.

     The combined  statement of certain revenues and certain operating  expenses
of the Faison  Properties for the year ended December 31, 2002,  incorporated in
this  prospectus by reference  from our Current Report on Form 8-K filed on July
9, 2004,  have been audited by Deloitte & Touche LLP, an independent  registered
public accounting firm, as stated in their report,  which is incorporated herein
by reference,  and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.


                                 INDEMNIFICATION

     The Company is a Delaware corporation. In its Certificate of Incorporation,
the Company has adopted the  provisions  of Section  102(b)(7)  of the  Delaware
General Corporation Law (the "Delaware Law"), which enables a corporation in its
original  certificate of incorporation  or an amendment  thereto to eliminate or
limit the personal  liability  of a director for monetary  damages for breach of
the director's  fiduciary duty, except (i) for any breach of the director's duty
of loyalty to the  corporation or its  shareholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii)  pursuant  to Section  174 of the  Delaware  Law  (providing  for
liability of  directors  for  unlawful  payment of  dividends or unlawful  stock
purchases  or  redemptions)  or (iv) for any  transaction  from which a director
derived an improper personal benefit.

     The Company has also adopted indemnification provisions pursuant to Section
145 of the Delaware Law,  which  provides  that a corporation  may indemnify any
persons,  including  officers and  directors,  who are, or are  threatened to be
made,  parties to any  threatened,  pending or completed  legal action,  suit or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an  action by or in the  right of the  corporation),  by reason of the fact
that such person was an officer, director, employee or agent of the corporation,
or is or was serving at the request of such corporation as a director,  officer,
employee  or agent of another  corporation  or  enterprise.  The  indemnity  may
include expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding,  provided such officer,  director,  employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the  corporation's  best  interests  and,  with  respect to  criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation may indemnify  officers or directors in an action by or in
the  right  of the  corporation  under  the  same  conditions,  except  that  no
indemnification  is  permitted  without  judicial  approval  if the  officer  or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred  to  above,   the  corporation  must  indemnify  him  against  expenses
(including   attorneys'  fees)  that  such  officer  or  director  actually  and
reasonably incurred.

     The Company has entered into  indemnification  agreements  with each of the


                                       35


Company's officers and directors. The indemnification  agreements require, among
other  things,  that the Company  indemnify  its officers  and  directors to the
fullest  extent  permitted by law, and advance to the officers and directors all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted.  The Company is also required to indemnify and
advance all expenses incurred by officers and directors seeking to enforce their
rights under the indemnification agreements, and to cover officers and directors
under the Company's directors' and officers' liability insurance,  provided that
such insurance is  commercially  available at reasonable  expense.  Although the
indemnification  agreements  offer  substantially  the same  scope  of  coverage
afforded by provisions in the Certificate of Incorporation and the Bylaws,  they
provide greater assurance to directors and officers that indemnification will be
available,  because as a contract,  they cannot be modified  unilaterally in the
future by the Board of Directors or by the  shareholders to eliminate the rights
they provide.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended  (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 Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Act and is, therefore, unenforceable.

                                       36


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

         The following table sets forth the various expenses in connection with
the sale and distribution of securities being registered, other than discounts,
concessions and brokerage commissions.

      SEC registration fee.......................................$       1,907
      Blue sky fees and expenses...........................................500*
      Legal fees and expenses...........................................40,000*
      Accounting fees and expenses......................................10,000*
      Miscellaneous (including NYSE listing fees)....................... 2,500*
                                                                       --------
               Total.............................................$      54,907*

--------------------
*        Estimated

     The Company will bear all of the foregoing expenses.

Item 15. Indemnification of Directors and Officers.

     The Company is a Delaware corporation. In its Certificate of Incorporation,
the Company has adopted the  provisions  of Section  102(b)(7)  of the  Delaware
General Corporation Law (the "Delaware Law"), which enables a corporation in its
original  certificate of incorporation  or an amendment  thereto to eliminate or
limit the personal  liability  of a director for monetary  damages for breach of
the director's  fiduciary duty, except (i) for any breach of the director's duty
of loyalty to the  corporation or its  shareholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii)  pursuant  to Section  174 of the  Delaware  Law  (providing  for
liability of  directors  for  unlawful  payment of  dividends or unlawful  stock
purchases  or  redemptions)  or (iv) for any  transaction  from which a director
derived an improper personal benefit.

     The Company has also adopted indemnification provisions pursuant to Section
145 of the Delaware Law,  which  provides  that a corporation  may indemnify any
persons,  including  officers and  directors,  who are, or are  threatened to be
made,  parties to any  threatened,  pending or completed  legal action,  suit or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an  action by or in the  right of the  corporation),  by reason of the fact
that such person was an officer, director, employee or agent of the corporation,
or is or was serving at the request of such corporation as a director,  officer,
employee  or agent of another  corporation  or  enterprise.  The  indemnity  may
include expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding,  provided such officer,  director,  employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the  corporation's  best  interests  and,  with  respect to  criminal

                                      II-1

                                       37


proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation may indemnify  officers or directors in an action by or in
the  right  of the  corporation  under  the  same  conditions,  except  that  no
indemnification  is  permitted  without  judicial  approval  if the  officer  or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred  to  above,   the  corporation  must  indemnify  him  against  expenses
(including   attorneys'  fees)  that  such  officer  or  director  actually  and
reasonably incurred.

     The Company has entered into  indemnification  agreements  with each of the
Company's officers and directors. The indemnification  agreements require, among
other  things,  that the Company  indemnify  its officers  and  directors to the
fullest  extent  permitted by law, and advance to the officers and directors all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted.  The Company is also required to indemnify and
advance all expenses incurred by officers and directors seeking to enforce their
rights under the indemnification agreements, and to cover officers and directors
under the Company's directors' and officers' liability insurance,  provided that
such insurance is  commercially  available at reasonable  expense.  Although the
indemnification  agreements  offer  substantially  the same  scope  of  coverage
afforded by provisions in the Certificate of Incorporation and the Bylaws,  they
provide greater assurance to directors and officers that indemnification will be
available,  because as a contract,  they cannot be modified  unilaterally in the
future by the Board of Directors or by the  shareholders to eliminate the rights
they provide.

Item 16. Exhibits.

     4.1* Instruments defining the rights of security holders.

     5.1** Opinion of Willkie Farr & Gallagher LLP, counsel for the Company.

     8.1** Tax opinion of Willkie Farr & Gallagher LLP, counsel for the Company.

     23.1** Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 and
            Exhibit 8.1).

     23.2 Consent of Deloitte & Touche LLP.

     24.1** Powers of Attorney of certain officers and directors of the Company.

     *Incorporated by reference to the Company's  Registration Statement on Form
      8-A filed on October 25, 1993 (File No. 001-12494).

     **Previously filed.

                                      II-2

                                       38


Item 17. Undertakings.

     (a) The 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 of 1933;

               (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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   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  (1)(i) and  (1)(ii) do not
                    apply if the  registration  statement is on Form S-3 or Form
                    S-8,  and  the  information  required  to be  included  in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports filed with or furnished to the  Commission
                    by the Registrant pursuant to Section 13 or Section 15(d) of
                    the  Securities  Exchange  Act  of  1934,  as  amended  (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.

     (b)  The 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  l3(a) or  Section  15(d) of the

                                      II-3

                                       39


          Exchange  Act and 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
          Securities and Exchange  Commission  such  indemnification  is against
          public   policy   as   expressed   in  the  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 of whether such indemnification
          by it is against  public  policy as  expressed  in the Act and will be
          governed by the final adjudication of such issue.

                                      II-4


                                       40


                                   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-3/A and has duly caused this  Amendment No. 1
to the  registration  statement  to be signed on its behalf by the  undersigned,
thereunto duly authorized,  in the City of Chattanooga,  State of Tennessee,  on
the 14th day of September, 2004.


                           CBL & ASSOCIATES PROPERTIES, INC.

                           By: /s/ John N. Foy
                           ------------------------------
                           John N. Foy
                           Vice Chairman of the Board
                           and Chief Financial Officer

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration  statement has been signed by the following persons in
the capacities and on the dates indicated:


            Signature                                    Title                                Date


                                                                                    
              *                       Chairman of the Board, and Chief Executive          September 14, 2004
------------------------------        Officer (Principal Executive Officer)
Charles B. Lebovitz

  /s/ John N. Foy                     Vice Chairman of the Board, Chief Financial         September 14, 2004
------------------------------        Officer and Treasurer (Principal Financial
John N. Foy                           Officer and Principal Accounting Officer)

              *                       Director, President and Secretary                   September 14, 2004
------------------------------
Stephen D. Lebovitz


              *                       Director                                            September 14, 2004
------------------------------
Claude M. Ballard


              *                       Director                                            September 14, 2004
------------------------------
Leo Fields

                                      II-5

                                       41

            Signature                                    Title                                Date


             *                        Director                                            September 14, 2004
------------------------------
Winston W. Walker


             *                        Director                                            September 14, 2004
-----------------------------
Martin J. Cleary


             *                        Director                                            September 14, 2004
-----------------------------
Gary L. Bryenton


* By: /s/ John N. Foy
-----------------------------
John N. Foy
Attorney-in-Fact


                                      II-6

                                       42



                                  EXHIBIT INDEX

Exhibit No.         Description

          4.1*   Instruments defining the rights of security holders.

          5.1**  Opinion of  Willkie  Farr &  Gallagher  LLP,  counsel  for  the
                 Company.

          8.1**  Tax Opinion of Willkie Farr &  Gallagher  LLP,  counsel for the
                 Company.

          23.1** Consent of Willkie  Farr & Gallagher  LLP  (included in Exhibit
                 5.1 and Exhibit 8.1).

          23.2   Consent of Deloitte & Touche LLP.

          24.1** Powers of Attorney of certain  officers  and  directors  of the
                 company.

*Incorporated by reference to the Company's  Registration  Statement on Form 8-A
filed on October 25, 1993 (File No. 001-12494).

** Previously filed.

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                                       43