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 27, 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)                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)

              (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 October 27, 2005,  CBL & Associates  Properties,  Inc.  (the  "Company")
reported  its  results for the third  quarter  ended  September  30,  2005.  The
Company's  earnings  release for the third quarter  ended  September 30, 2005 is
attached as Exhibit  99.1.  On October 28,  2005,  the Company held a conference
call to discuss the third quarter results. 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 and nine
months ended September 30, 2005, 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

Number                          Description

99.1 Earnings  Release  - CBL &  Associates  Properties  Reports  Third  Quarter

99.2 Investor Conference Call Script - Third Quarter Ended September 30, 2005

99.3 Supplemental Financial and Operating Information - For the Three Months and
     Nine Months Ended September 30, 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 thereunto duly authorized.

                                       CBL & ASSOCIATES PROPERTIES, INC.

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

Date: October 28, 2005