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): February 8, 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)

              (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 5.05   Amendments to the Registrant's Code of Ethics, or Waiver of a
            Provision of the Code of Ethics

     On February 8, 2006, the board of directors of CBL & Associates Properties,
Inc.  (the  "Company")  adopted an amendment to the  Company's  code of business
conduct and ethics (the  "Code") to include an express  statement of the general
prohibition  that already existed under the Code against loans to, or guarantees
of obligations of, employees,  officers, directors and their family members. The
amendment is set forth as Section F to Article I of the Code,  which is attached
as Exhibit 14.1.

Item 7.01   Regulation FD Disclosure

     On February 8, 2006, the Company's board of directors adopted, based on the
recommendation  of its  Nominating/Corporate  Governance  Committee,  additional
policy  statements  that  appear in Article XI of the  Company's  Guidelines  On
Corporate Governance (the "Guidelines").  The amended Guidelines are attached to
this Form 8-K as Exhibit 99.1.

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

14.1 First Amendment To Amended And Restated Code Of Business Conduct And Ethics
     Of CBL & Associates Properties, Inc., CBL & Associates Management, Inc. And
     Their Affiliates

99.1 Amended and  Restated  CBL &  Associates  Properties,  Inc.  Guidelines  On
     Corporate Governance


     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
                                    (Authorized Officer of the Registrant,
                                        Principal Financial Officer and
                                          Principal Accounting Officer)

Date: February 14, 2006