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): October 24, 2005

                        CBL & ASSOCIATES PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)
         Delaware                       1-12494                 62-154718
(State or Other Jurisdiction       (Commission File         (I.R.S. Employer 
    of Incorporation)                    Number)           Indentification 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)
              (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 1.01   Entry Into a Material Definitive Agreement

     On October 24, 2005, CBL & Associates Properties,  Inc. (the "Company") and
Eric P.  Snyder  ("Snyder")  (collectively,  the  "Parties")  agreed to amend by
letter that certain Deferred Compensation Arrangement, dated January 1, 1997, as
amended by letter  dated  January  27,  2003 (the  "Arrangement").  The  Parties
acknowledged that, effective as of December 31, 2004, the final termination date
referenced in Section  5(a)(iv) of the  Arrangement  was changed from January 2,
2005 to September 30, 2005.

     The Parties also  acknowledged  that the  Arrangement  is not to be further
extended,  and that Snyder will  receive  shares of the  Company's  common stock
pursuant  to the  terms of the  Arrangement.  The  gross  number of shares to be
issued to Snyder under the terms of the  Arrangement is 174,403 shares of common
stock. Upon delivery of the referenced shares to Snyder, the Arrangement will be
terminated  in  all  respects  other  than  any  obligations   with  respect  to
indemnities or representations  made in the Arrangement.  Snyder has stated that
his  intent is to employ  the  shares of common  stock  received  in his  estate

     The foregoing  description of the  Arrangement  and of the October 24, 2005
letter  amendment  does not  purport  to be  complete  and is  qualified  in its
entirety by reference to the copies of the  Arrangement and the October 24, 2005
letter amendment included as Exhibits 10.5.4 and 10.5.10 to this Report.

Item 9.01   Financial Statements and Exhibits

(a)  Financial Statements of Businesses Acquired

     Not applicable

(b)  Pro Forma Financial Information

     Not applicable

(c)  Exhibits

10.5.4    Deferred Compensation Arrangement dated January 1, 1997, for Eric P.
          Snyder,  as previously  amended.  Incorporated  herein by reference to
          Exhibit  10.5.4 of the  Company's  Annual  Report on Form 10-K for the
          fiscal year ended December 31, 2002.

10.5.10   Letter amending Deferred Compensation Arrangement for Eric P. Snyder,
          dated October 24, 2005


     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 hereunto duly authorized.

                                         CBL & ASSOCIATES PROPERTIES, INC.

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

Date: October 28, 2005