Securities Exchange Act of 1934 -- Form 8-K



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K




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


                                 Date of Report:

                                 April 25, 2002
-------------------------------------------------------------------------------


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


Delaware                          1-12494                     62-1545718
----------------------       --------------------      ------------------------
(State or other                 (Commission                  (IRS Employer
jurisdiction of                  File Number)            Identification Number)
incorporation)


              2030 Hamilton Place Boulevard, Chattanooga, TN 37421
-------------------------------------------------------------------------------
                    (Address of principal executive offices)


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








                        CBL & ASSOCIATES PROPERTIES, INC.
                  Conference Call Outline - First Quarter 2002
                         April 25, 2002 @ 10:00 a.m. EDT



     Good morning.  We appreciate your  participation in today's call to discuss
our results for the first  quarter of 2002.  With me today is Stephen  Lebovitz,
our President,  and Kelly Sargent, our Director of Investor Relations,  who will
first read our Safe Harbor disclosure.

     This  conference  call  contains  "forward-looking"  statements  within the
meaning of the federal  securities laws. Such statements are inherently  subject
to risks and uncertainties,  many of which cannot be predicted with accuracy and
some of which might not even be  anticipated.  Future events and actual results,
financial  and  otherwise,  may differ  materially  from the events and  results
discussed  in the  forward-looking  statements.  During  our  discussion  today,
references made to per share is based upon a fully diluted  converted  share. We
direct you to the Company's  various  filings with the  Securities  and Exchange
Commission  including,  without limitation,  the Company's Annual Report on Form
10-K and the  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations"  incorporated by reference  therein,  for a discussion of
such risks and uncertainties.

     I would like to note that a transcript  of today's  comments  including the
preliminary  balance sheet and comprehensive  debt schedule,  will be filed as a
form 8-K this afternoon,  and will be available upon request.  This call is also
available  for  replay  on the  Internet  through  a  link  on  our  website  at
cblproperties.com.  This  conference  call is the  property of CBL &  Associates
Properties, Inc. Any redistribution,  retransmission or rebroadcast of this call
without the express written consent of CBL is strictly prohibited.

Thank you Kelly.


INCOME STATEMENT REVIEW

     In the first quarter of 2002 we marked the one-year anniversary of the $1.3
billion  acquisition of 21 malls and two associated  centers from the Richard E.
Jacobs Group.  We have  completed the  successful  integration of these acquired
properties into our portfolio and continue to see  opportunities  for growth and
value creation in these properties.

Highlights during the first quarter included:

1.   FFO increased 17% to $1.10 per share.

2.   During the quarter we  commenced  construction  on Parkdale  Crossing,  the
     first new development  opportunity associated with the 21-mall acquisition.
     Including  this new project we currently have a total of 1.2 million square
     feet under construction.

3.   On March 11 we completed a follow-on  offering of 3,352,770  common  shares
     generating  approximately $115 million in net proceeds. These proceeds have
     been used to pay down lines of credit and outstanding construction loans.



Other significant financial highlights:

1.   For the quarter,  our EBITDA coverage ratio was 2.64 times interest expense
     compared with 2.30 times interest expense in the same quarter last year.

2.   Our cost  recovery  ratio was 90.8% for this quarter  compared to 99.7% for
     the same period a year ago. The cost recovery  ratio has been trending down
     from the first quarter of 2001 as a result of bankruptcies,  store closings
     and from new lease negotiations with certain tenants. Historically our cost
     recovery  ratio has been close to the 93% level and we anticipate  that our
     cost  recovery  ratio will  trend  near this  level by the end of 2002.

3.   Percentage  rent  during  the first  quarter  of 2002  increased  40%.  The
     percentage  rent in the core portfolio was $3.2 million versus $4.2 million
     for the  prior  year.  This  was a  result  of lower  sales,  fixed  rental
     increases and our policy of converting percentage rents into higher minimum
     rents.  The acquired  portfolio  provided $3.5 million of  percentage  rent
     income in the first quarter.  We would like to note that  percentage  rents
     last year  represented  less than 1.8% of our  total  annual  revenues.

4.   Same-center  NOI growth for the quarter  was 2.2% for the total  portfolio.
     NOI was mixed among our property  types,  with our core malls down 3.8% and
     our community centers down 5.5%. This was offset by a 4.3% increase for the
     associated  centers  and an  increase  of  9.6%  for  the  acquired  malls.
     Community centers were impacted by the bankruptcy of one Home Place and one
     Regal Cinema location.  The core mall portfolio was adversely impacted by a
     decrease in percentage rents that accounted for 68% of the NOI decrease.

     Our FFO calculation  excludes  outparcel sales. For the quarter,  outparcel
sales would have increased FFO by $0.01 per share to $1.11. Before consideration
of  outparcel  sales,  our  dividend  payout  ratio for the  quarter was 50.41%.
Including outparcel sales, the payout ratio was 49.82%.


CAPITAL STRUCTURE

     During 2001 we intentionally  increased our floating rate debt exposure due
to the favorable  interest rate  environment.  At the end of the first  quarter,
approximately  $786 million of our total debt was floating  rate. We have hedged
$220  million of this and $37  million is  related to  construction  properties,
leaving $530 million  applicable  to operating  properties.  This amount will be
significantly  reduced  as we are  currently  negotiating  an  approximate  $400
million CMBS financing, at fixed rates which will result in an adverse impact of
approximately 350 basis points above the current floating rate. Even so, we feel
this is the  proper  action  to take  for  the  long  term  and we  expect  this
transaction  to close within the next sixty to ninety days.  This financing will
place long-term  non-recourse  fixed debt on nine  properties.  These properties
will not be cross-collateralized or cross defaulted which is consistent with our
belief in managing risk.  With the  completion of this  refinancing we will have
less than $150 million of debt maturities through 2004.


CAPITAL EXPENDITURES

     During the first quarter we spent $4.2 million on tenant  allowances,  $0.9
million on  revenue  neutral  capital  expenditures  and $10  million on revenue
enhancing  capital  expenditures.  The revenue  neutral  and  revenue  enhancing
capital  expenditures  are primarily  remodeling and  renovation  costs with the
majority  being  recovered  from  tenants.  For the combined  portfolio,  we are
projecting  to spend $25  million on tenant  allowances,  $35 million in revenue
neutral and $62 million on revenue enhancing capital expenditures in 2002.





     We are now into the  second  year of our  four-year  plan to  renovate  and
upgrade  the 21  acquired  malls,  which  includes  comprehensive  interior  and
exterior  renovations.  These  capital  expenditures  were  anticipated  when we
acquired the portfolio.  This year we will be very active as we renovate four of
the  acquired  malls;  they are  Columbia  Mall in  Columbia,  SC; Hanes Mall in
Winston-Salem,  NC; Kentucky Oaks in Paducah,  KY and Parkdale Mall in Beaumont,
TX. Of the total  capital  expenditures  estimates  for 2002,  $38.6 million are
associated with renovating the acquired mall properties.


IMPROVED OPERATIONS - INTERNAL GROWTH

     In the first quarter we increased our stabilized mall portfolio's occupancy
to 92.9%,  representing  a one hundred and sixty basis points  improvement  over
occupancy one year ago.  Currently we have many new retailers under construction
for a near term opening in our portfolio,  which will increase occupancy levels.
The new stores under  construction  include retailers such as Hollister,  Coach,
Dry Ice, Pottery Barn and Jos A Banks.

     We have been able to  maintain  occupancy  levels  at our  properties  in a
difficult economic environment.  We believe that the rental rates and the demand
for retail space will continue to improve as the economy strengthens.

     I will now call on Stephen to discuss leasing,  retail sales,  developments
and acquisitions.


LEASING

Thank you John, and good morning.

     In the first  quarter we leased  approximately  730,000  square feet in our
portfolio.  The average renewal rents, as compared to prior rents and percentage
rents decreased 2.9% in the malls. A significant  portion of this decline was at
malls being remodeled or under renovation where we converted  certain tenants to
percentage  rent on a short-term  basis,  we feel that after the remodelings are
completed we should be able to negotiate  better rental  increases  with certain
tenants.  At our associated  centers increases for same store leasing was 15.3%,
and the community centers increased 6.1%.


RETAIL  SALES

     Based upon the criteria of including  only stores of 10,000 square feet and
less for mall stores,  same store sales for the first quarter of 2002  decreased
1.1%.  Substantial  sales  recoveries  in February  and March offset a 10% sales
decline in  January.  We are  optimistic  that this  positive  sales  trend will
continue. Occupancy cost as a percentage of sales at our malls was 14.3% for the
quarter  ending  March 31, 2002 the same as the quarter  ending  March 31, 2001.
Occupancy  cost in the first  quarter has  historically  been the highest of the
year and trends down through the year.


RETAIL OUTLOOK

     Department  stores  and  specialty  retailers  appear  to have been able to
operate their businesses more efficiently by effectively  managing inventory and
operating  margins.  Based  upon our  discussions  with  many  retailers,  there
continues to be good demand for retail space.







     During  the  first  quarter  of  2001 we lost  227,000  square  feet in our
portfolio due to tenants filing bankruptcy and disavowing  leases. For the first
quarter of 2002 we lost only 12,000 square feet to bankruptcies.  We continue to
focus on  replacing  the square  footage  with  tenants  that are  stronger  and
bringing new retailing concepts to our properties.


DEVELOPMENTS

     Currently  we have 1.2 million  square feet under  construction,  including
Parkway Place in Huntsville,  AL, an expansion at Meridian Mall in Lansing,  MI,
Parkdale  Crossing,  an associated center in Beaumont,  TX. We announced earlier
this week that we had started construction on a new community center,  Waterford
Commons in Waterford, CT a 354,800 square foot development.

     Last week we announced the acquisition of  approximately 25 acres adjoining
the 1.1 million  square foot Fayette Mall in Lexington,  KY, for an expansion of
this retail  complex.  This  provides  us the ability to expand this  successful
mall, which has sales of approximately $500 per square foot. For the short term,
the seller  Verizon,  has leased back the property at a 10.5% return on the $9.5
million purchase price.

     Parkdale  Crossing  and the  future  development  tract  at  Fayette  Mall,
represent  the first two new  development  opportunities  to be  realized in the
newly acquired mall portfolio.  Although new developments in this portfolio were
not part of our underwriting at acquisition, we expected that such opportunities
would materialize.

     The  seven  projects  currently  under   construction   represent  a  total
investment of  approximately  $120 million.  As of March 31, 2002, $36.5 million
has been invested.  Construction loans or credit facilities are in place for the
remaining  construction costs.  Initial unleveraged yields on these developments
are expected to range from 9% to 11%, after management and development fees.

     Our mall development pipeline includes the Mall of South Carolina in Myrtle
Beach, South Carolina.  We also have additional projects in predevelopment phase
and expect to announce them in the near future.


REDEVELOPMENTS

     We will be renovating  seven malls this year. In addition to the four malls
previously mentioned, we will renovate St. Clair Square in Fairview Heights, IL;
Hickory Hollow Mall in Nashville, TN, and Stroud Mall in Stroudsburg, PA.

     During the first  quarter we opened two new  department  stores,  Target at
Citadel Mall in  Charleston,  SC and Belk, at College Square Mall in Morristown,
TN.  We also  completed  the sale of the  Montgomery  Ward  department  store at
Asheville Mall to Dillard's.  Dillard's will have two department  stores at this
mall;  one store will focus on women's  apparel  while the second  will focus on
men's, children's and home furnishings.





DISPOSITIONS/ACQUISITIONS

     During the first  quarter we sold one  community  center,  Rhett at Remount
Plaza in Charleston,  South Carolina,  for a gain of $1.2 million. This gain was
reflected in the income statement in gain on disposal of discontinued operations
with operating  income from  discontinued  operations of $35,000 and $26,000 for
2002 and  2001.  In late  April  we will  close  the  sale of One Park  Place in
Chattanooga,  TN, which was our former  headquarters.  The  proceeds  from these
transactions  will be used to retire  debt.  The  select  disposition  of assets
continues  to be a priority  for us,  but we will only do so if the  transaction
enhances  shareholder  value.  While we have no  acquisitions  to  announce,  we
continue to investigate new opportunities that meet our criteria.


AUDITORS

     Author  Andersen has been our auditor  since 1978.  In light of the present
circumstances our audit committee is meeting with several  prospective  auditors
and will be making a  decision  as to the  engagement  of an auditor in the near
term.

     Now I will turn the call back over to John to discuss our outlook.


OUTLOOK

     Based on our first quarter results and barring any further disruptions from
unforeseen  economic events, we are comfortable with the current 2002 First Call
consensus estimate of $4.27 for the year.

     For the remainder of 2002:

o    We continue to seek additional  acquisition  opportunities where our proven
     expertise  in  redevelopment  and  expansions  can be  utilized  to  create
     additional value.

o    Consolidation will continue not only in the shopping center industry but in
     the  retail  and  financial  arena as well.  We are  ready and  capable  of
     participating in the consolidation so as to create added shareholder value.

o    Disclosure,  transparency, and consistency in financial reporting have been
     our approach  since the  inception of our company in 1978. We will continue
     to provide as much  information  as  possible  to  facilitate  all  parties
     reaching their own conclusions from the information we present.

o    Although new regional  mall  opportunities  are somewhat  limited,  we will
     continue to pursue new  developments  in concert  with our strong  retailer
     relationships.

     We appreciate the confidence and support that we continue to receive. Thank
you for  joining  us  today.  Stephen  and I will  now be glad  to  answer  your
questions.




Renewal Leasing, First Quarter March 31, 2002



                                       Prior PSF             New PSF        New PSF         %A           % A
                                Rent & Percentage Rent     Rent-Initial    Rent-Avg.      Initial      Average
------------------------------ -------------------------- --------------- ------------- ------------ ------------
                                                                                         
Malls                                    25.08                23.31          23.92         (7.0)        (4.6)
------------------------------ -------------------------- --------------- ------------- ------------ ------------

Acquired Malls                           24.40                23.12          23.97         (5.2)        (1.8)
------------------------------ -------------------------- --------------- ------------- ------------ ------------

Community Centers                        9.66                 10.18          10.25          5.4          6.1
------------------------------ -------------------------- --------------- ------------- ------------ ------------

Associated Centers                       17.13                18.95          19.75         10.6         15.3
------------------------------ -------------------------- --------------- ------------- ------------ ------------



Total Leasing Compared to Tenants Vacating, First Quarter ending March 31, 2002



                                     Leased             Avg. Rate             Vacated            Avg. Rate
------------------------------ -------------------- ------------------- -------------------- -------------------
                                                                                              
Malls                                      261,000               24.64               91,000               22.24
------------------------------ -------------------- ------------------- -------------------- -------------------

New Malls                                  419,000               24.73              170,000               21.50
------------------------------ -------------------- ------------------- -------------------- -------------------

Associated Centers                           8,000               15.43                4,000               13.33
------------------------------ -------------------- ------------------- -------------------- -------------------

Community Centers                           84,000               10.86               27,000                8.09
------------------------------ -------------------- ------------------- -------------------- -------------------



Projects Under Construction, as of March 31, 2002



Property                           Location             GLA          CBL's Cost or       Opening        Initial
                                                                     Share of Cost                       Yield
------------------------------ ------------------ ---------------- ------------------ --------------- ------------
                                                                                               
Westgate Mall, expansion         Spartanburg, SC           17,250       $2.2 million      Sept. 2002          10%
Tweeter's
------------------------------ ------------------ ---------------- ------------------ --------------- ------------

Parkway City* (JV)                Huntsville, AL          631,000       $65* million       Oct. 2002          10%
------------------------------ ------------------ ---------------- ------------------ --------------- ------------

Springdale Mall, expansion            Mobile, AL           10,000       $1.1 million       Oct. 2002          11%
David's Bridal
------------------------------ ------------------ ---------------- ------------------ --------------- ------------

Parkdale Crossing                   Beaumont, TX           87,000        $12 million       Oct. 2002          11%
------------------------------ ------------------ ---------------- ------------------ --------------- ------------

Waterford Crossing                 Waterford, CT          354,900      $33.5 million      Sept. 2003         9.9%
------------------------------ ------------------ ---------------- ------------------ --------------- ------------

Meridian Mall expansion,             Lansing, MI           82,000         $6 million       Aug. 2002          10%
Galyan's
------------------------------ ------------------ ---------------- ------------------ --------------- ------------






                  CBL & Associates Properties, Inc.
                     Consolidated Balance Sheets
                  (In thousands, except share data)
                            (Preliminary)


                                                                          March 31,        December 31,
                                                                            2002              2001
                                                                            -----------       -----------
 ASSETS
 REAL ESTATE ASSETS:
                                                                                          
 Land                                                                         $ 519,205         $ 520,334
 Buildings and improvements                                                   2,962,879         2,961,185
                                                                            -----------       -----------
                                                                              3,482,084         3,481,519
 Less: Accumulated depreciation                                                (366,334)         (346,940)
                                                                            -----------       -----------
                                                                              3,115,750         3,134,579
 Developments in progress                                                        37,029            67,043
                                                                            -----------       -----------
 Net investment in real estate                                                3,152,779         3,201,622
 CASH AND CASH EQUIVALENTS                                                       21,729            10,137
 RECEIVABLES:
 Tenant, net of allowance for doubtful accounts of $2,854 in 2002 and 2001       35,057            38,353
 Other                                                                            4,103             2,833
 MORTGAGE NOTES RECEIVABLE                                                       11,312            10,634
 INVESTMENT IN UNCONSOLIDATED AFFILIATES                                        142,764            77,673
 OTHER ASSETS                                                                    32,997            31,599
                                                                            -----------       -----------
                                                                            $ 3,400,741       $ 3,372,851
                                                                            ===========       ===========

 LIABILITIES AND SHAREHOLDERS' EQUITY
 MORTGAGE AND OTHER NOTES PAYABLE                                           $ 2,191,043       $ 2,315,955
 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                        81,611           103,707
                                                                            -----------       -----------
 Total liabilities                                                            2,272,654         2,419,662
                                                                            -----------       -----------
 COMMITMENTS AND CONTINGENCIES
 MINORITY INTERESTS                                                             492,372           431,101
                                                                            -----------       -----------
 SHAREHOLDERS' EQUITY:
 Preferred Stock, $.01 per value, 5,000,000 shares authorized,
 2,875,000 shares issued and outstanding in 2001 and 2000                            29                29
 Common Stock, $.01 per value, 95,000,000 shares authorized,                        291               256
    29,085,039 and 25,616,917 shares issued and outstanding in 2002
    and 2001, respectively
 Additional paid-in capital                                                     650,451           556,383
 Other comprehensive loss                                                        (4,642)           (6,784)
 Accumulated deficit                                                            (10,414)          (27,796)
                                                                            -----------       -----------
 Total shareholders' equity                                                     635,715           522,088
                                                                            -----------       -----------
                                                                            $ 3,400,741       $ 3,372,851
                                                                            ===========       ===========





CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF March 31, 2002


                                      MATURITY      Interest     BALANCE          Balance
LOCATION            PROPERTY           DATE          Rate      03/31/2002         Fixed      Floating
----------------------------------------------------------------------------   --------------------------


                                                                          
St. Petersburg, FL 34Th St Crossing    Dec-10       10.6250%      1,331,048       1,331,048           -
Douglasville, GA   Arbor Place Mall    Jun-02       3.0600%      99,299,596               -  99,299,596
Asheville,  NC     Asheville Mall      Sep-11       6.9800%      70,893,041      70,893,041           -
Portland, ME       Bj'S Plaza          Dec-11       10.4000%      2,909,320       2,909,320           -
Meridian, MS       Bonita Lakes CrossinOct-09       6.8200%       8,865,093       8,865,093           -
Meridian, MS       Bonita Lakes Mall   Oct-09       6.8200%      28,231,832      28,231,832           -
Oakridge, TN       Briarcliff Square   Feb-13       10.3750%      1,471,206       1,471,206           -
Brookfield, IL     Brookfield Square   May-05       7.4980%      74,491,940      74,491,940           -
Burnsville, MN     Burnsville Center   Aug-10       8.0000%      72,918,822      72,918,822           -
Cary , NC          Cary Towne Ctr      Dec-03       8.6400%      90,000,000      90,000,000           -
Knoxville, TN      Cedar Bluff Xing    Aug-07       10.6250%        983,492         983,492           -
Rockford, IL       Cherryvale Mall     Jul-06       7.3750%      47,816,376      47,816,376           -
Charleston, SC     Citadel Mall        May-07       7.3900%      33,099,075      33,099,075           -
Morristown, TN     College Square      Jan-03       6.7500%      13,771,391      13,771,391           -
Walterboro, SC     Colleton Square     Aug-10       9.3750%         831,969         831,969           -
Plant City, FL     Collins Park CommonsOct-10       10.2500%        665,950         665,950           -
Columbia, SC       Columbia Mall       Jun-03       3.2300%      36,393,764               0  36,393,764
Nashville, TN      Coolsprings GalleriaOct-10       8.2900%      62,960,713      62,960,713           -
Cortlandt, NY      Cortlandt Towne CentAug-08       6.9000%      50,706,693      50,706,693           -
Douglasville, GA   Cosby Station       Sep-14       8.5000%       3,730,902       3,730,902           -
Nashville, TN      Courtyard At HickoryAug-08       6.7700%       4,286,753       4,286,753           -
Cincinnati, OH     Eastgate Mall       Dec-03       3.3700%      42,000,000               -  42,000,000
Ermc II            Ermc II             Jun-04       4.7500%          90,475               -      90,475
Saginaw, MI        Fashion Square      Sep-03       3.3800%      59,430,000               -  59,430,000
Lexington KY       Fayette Mall        Jul-11       7.0000%      97,344,087      97,344,087           -
Hudson,  NY        Greenport Towne Ctr Sep-14       9.0000%       3,961,807       3,961,807           -
Chattanooga, TN    Gunbarrel Pointe    Jan-02       3.1200%      11,975,000               -  11,975,000
Chattanooga, TN    Hamilton Corner     Aug-11       10.1250%      2,849,940       2,849,940           -
Chattanooga, TN    Hamilton Place      Mar-07       7.0000%      68,371,615      68,371,615           -
Cincinnati, OH     Eastgate Crossing   Apr-07       6.3800%      10,700,000      10,700,000           -
Winston-Salem NC   Hanes Mall          Jul-08       7.3100%     115,731,719     115,731,719           -
Henderson, NC      Henderson Square    Apr-14       7.5000%       5,950,891       5,950,891           -
Nashville, TN      Hickory Hollow Mall Aug-08       6.7700%      92,079,444      92,079,444           -
Janesville WI      Janesville Mall     Apr-16       8.3750%      15,284,155      15,284,155           -
Louisville, KY     Jefferson Mall      Sep-03       3.4600%      40,000,000               -  40,000,000
Longview, NC       Longview Xing       Aug-10       3.3300%         371,965         371,965           -
Huntsville, AL     Madison Plaza       Feb-04       10.1250%        932,322         932,322           -
Lansing MI         Meridian Mall       Aug-03       6.4590%      80,000,000               -  80,000,000
Midland MI         Midland Mall        Jun-03       3.4300%      35,000,000               -  35,000,000
North Haven, CT    North Haven Xing    Oct-08       9.5500%       6,025,174       6,025,174           -
N Charleston SC    Northwoods Mall     Sep-03       3.3800%      56,280,000               -  56,280,000
Albemarle, NC      Northwoods Plaza    Jun-12       9.7500%       1,103,901       1,103,901           -
Highpoint, NC      Oak Hollow Mall     Feb-08       7.3100%      48,158,041      48,158,041           -
Beaumont, TX       Parkdale Mall       Jun-03       3.2300%      45,000,000               -  45,000,000
Chattanooga, TN    Perimeter Place     Jan-08       10.6250%      1,203,557       1,203,557           -
Nashville, TN      Rivergate Mall      Aug-08       6.7700%      74,418,024      74,418,024           -
Seabrook, NH       Seacoast Shop Ctr   Sep-02       9.7500%       5,200,845       5,200,845           -
Roanoke, VA        Shenandoah Crossing Aug-10       10.2500%        467,574         467,574           -
Lousiville KY      Springhurst Towne CeAug-18       6.6500%      21,647,356      21,647,356           -
Fairview Heights, ISt. Claire Square   Apr-09       7.0000%      71,416,583      71,416,583           -
Stroud, PA         Stroud Mall         Dec-10       8.4200%      32,224,810      32,224,810           -
Knoxville, TN      Suburban Plaza      Jan-04       7.8750%       8,288,014       8,288,014           -
Douglasville, GA   The Landing At ArborJun-02       3.0600%      11,161,711               -  11,161,711
Hattiesburg, MS    Turtle Creek Mall   Mar-06       7.4000%      32,172,232      32,172,232           -
Uvalde, TX         Uvalde Plaza        Feb-08       10.6250%        581,760         581,760           -
Salem, VA          Valley Commons      Oct-10       10.2500%        809,502         809,502           -
Nashville, TN      Village At RivergateAug-08       6.7700%       3,515,137       3,515,137           -
                                      MATURITY      Interest     BALANCE          Balance
LOCATION            PROPERTY           DATE          Rate      03/31/2002         Fixed      Floating
----------------------------------------------------------------------------   --------------------------
Dalton, GA         Walnut Square       Feb-08       10.1250%        636,854         636,854           -
Wausau WI          Wausau Center       Dec-10       6.7000%      14,156,713      14,156,713           -
Spartanburg, SC    Westgate Crossing   Jul-10       8.4200%       9,789,664       9,789,664           -
Spartanburg, SC    Westgate Mall       Feb-02       6.9500%      44,677,133      44,677,133           -
Nashua, NH         Willow Springs PlazaAug-07       9.7500%       3,919,804       3,919,804           -
York, PA           York Galleria       Dec-10       8.3400%      51,550,938      51,550,938           -
                                                               -------------  -------------  ----------
SUBTOTAL                                                       1,932,137,723  1,415,507,178 516,630,546
                                                               -------------  -------------  ----------
Weighted average interest rate                                                   7.4139%      3.7677%

CONSTRUCTION LOANS
Lansing MI         Meridian Mall       Aug-03       5.6210%      26,483,131               -  26,483,131
                                                               -------------  -------------  ----------
SUBTOTAL                                                         26,483,131               -  26,483,131



LINES OF CREDIT                                     4.8893%     232,396,334               - 232,396,334
                                                               -------------  -------------  ----------
TOTAL BALANCE SHEET                                           2,191,017,188   1,415,507,178 775,510,011
                                                               -------------  -------------  ----------
Weighted average interest rate                                   7.3667%         8.2500%      3.2300%

Plus CBL Share Of Equities
Clarksville, TN    Governors Square    Sep-16       8.2300%      16,042,726      16,042,726           0
Madison WI         East Towne Mall     Jan-07       8.0100%      18,830,954      18,830,954           0
Madison WI         West Towne Mall     Jan-07       8.0100%      29,113,253      29,113,253           0
Paducah, KY        Kentucky Oaks       Jun-07       9.0000%      16,641,093      16,641,093           0
Huntsville, AL     Parkway Place       Jun-00       3.2300%      18,541,313               0  18,541,313
Vicksburg, MS      Pemberton Plaza     Feb-12       7.5400%         204,763         204,763
Ft Smith AR        Massard Crossing    Feb-12       7.5400%         599,307         599,307
Houston, TX        Willowbrook Plaza   Feb-12       7.5400%       3,066,454       3,066,454
Del Rio, TX        Plaza Del Sol       Nov-02       9.1500%       2,328,735       2,328,735           -
                                                               -------------  -------------  ----------
TOTAL                                                           105,368,598      86,827,285  18,541,313


LESS MINORITY INTEREST
Chattanooga, TN    Hamilton Corner                  10.1250%       (284,994)       (284,994)          0
Chattanooga, TN    Hamilton Place                   7.0000%      (6,837,161)     (6,837,161)          0
Columbia, SC       Columbia Mall       Jun-03       3.2300%      (7,642,690)              0  (7,642,690)
Uvalde, TX         Uvalde Plaza                     10.6250%       (145,440)       (145,440)          0
Chattanooga, TN    Ermc Ii                          4.7500%         (22,619)              0     (22,619)
Highpoint, NC      Oak Hollow Mall                  7.3100%     (12,039,510)    (12,039,510)          0
                                                                -------------  -------------  ----------
SUBTOTAL                                                        (26,972,415)     (19,307,106) (7,665,309)
                                                                -------------  -------------  ----------
TOTAL OBLIGATIONS                                             $2,269,413,371  $1,483,027,356 $786,386,015
                                                               =============   ============= ============
Weighted average interest rate                                   6.3145%          7.4648%      4.1451%







                                    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.


                                              /c/ John N. Foy
                                ---------------------------------------------
                                                John N. Foy
                                              Vice Chairman,
                                   Chief Financial Officer and Treasurer
                                  (Authorized Officer of the Registrant,
                                      Principal Financial Officer and
                                       Principal Accounting Officer)



Date: April 25, 2002