Securities Exchange Act of 1934 -- Form 8-K

                             Washington, D.C. 20549

                                    FORM 8-K


                                 Date of Report:
                                April 24, 2003

                        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)

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

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


ITEM 9. Regulation FD Disclosure

On April 23, 2003, CBL & Associates Properties, Inc. (the "Company) reported its
results for the quarter ended March 31, 2003. The Company's earnings release for
the quarter ended March 31, 2003 is attached as Exhibit 99.1. The attached
exhibit is furnished pursuant to Item 9 and Item 12 on Form 8-K.

The Company believes that Funds from operations ("FFO") provides an additional
indicator of the Company's financial performance and its ability to incur and
service debt, to make capital expenditures and to fund other cash needs. The
Company calculates FFO in accordance with the standards established by the
National Association of Real Estate Investment Trusts. FFO is a widely
recognized measure in the Company's industry.

The Company presents the ratio of earnings before interest, taxes, depreciation
and amortization (EBITDA) to interest because the Company believes that the
EBITDA to interest coverage ratio, along with cash flow from operating
activities, investing activities and financing activities, provides investors an
additional indicator of the Company's ability to incur and service debt.

The Company  presents its total share of  consolidated  and  unconsolidated
debt because the Company  believes that this amount provides  investors with the
total amount of the Company's debt obligations.

     The Company  presents  same-center net operating income because the Company
believes  that it provides  investors  with  useful  information  regarding  the
operating  performance  of shopping  centers that are comparable for the periods
presented.  The Company  determines  net  operating  income for shopping  center
properties by  subtracting  property  operating  expenses from rental and tenant
reimbursement revenues.

The Company determines each of the non-GAAP measures above by including its
proportionate share from unconsolidated affiliates and excluding minority
investors' proportionate shares in consolidated properties.


     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 24, 2003

                                  EXHIBIT INDEX

Number            Description
99.1     Earnings Release - First Quarter Ended March 31, 2003
99.2     Analyst Conference Call Script - First Quarter Ended March 31, 2003
99.3     Supplemental information - First Quarter Ended March 31, 2003