SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

          Date of report (Date of earliest event reported): May 1, 2006

                        CBL & ASSOCIATES PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

         Delaware                        1-12494                 62-154718
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
       Incorporation)                                        Identification No.)

           Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421
           (Address of principal executive office, including zip code)

                                 (423) 855-0001
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange
      Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02 Results of Operations and Financial Condition

     On May 1, 2006, CBL & Associates Properties,  Inc. (the "Company") reported
its results for the three months ended March 31, 2006.  The  Company's  earnings
release for the three months  ended March 31, 2006 is attached as Exhibit  99.1.
On May 2, 2006,  the Company held a  conference  call to discuss the results for
the three months ended March 31, 2006. The transcript of the conference  call is
attached  as  Exhibit  99.2.  The  Company  has  posted to its  website  certain
supplemental  financial  and  operating  information  for the three months ended
March 31, 2006, which is attached as Exhibit 99.3.

     The information in this Form 8-K and the Exhibits attached hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934, nor shall it be deemed  incorporated  by reference in any filing under the
Securities  Act  1933,  except  as  shall be  expressly  set  forth by  specific
reference in such filing.

Item 9.01   Financial Statements and Exhibits

     (a)  Financial Statements of Businesses Acquired

          Not applicable

     (b)  Pro Forma Financial Information

          Not applicable

     (c)  Exhibits

Exhibit
Number                          Description

99.1      Earnings Release - CBL & Associates Properties Reports First Quarter
          2006 Results
99.2      Investor Conference Call Script - Three Months Ended March 31, 2006
99.3      Supplemental Financial and Operating Information - For the Three
          Months Ended March 31, 2006








                                    SIGNATURE



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



                                        CBL & ASSOCIATES PROPERTIES, INC.


                                                /s/ John N. Foy
                                        -------------------------------------
                                                   John N. Foy
                                                  Vice Chairman,
                                        Chief Financial Officer and Treasurer


Date: May 2, 2006