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 14, 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 1.01     Entry into a Material Definitive Agreement

     The information set forth under Item 2.03,  "Creation of a Direct Financial
Obligation  or  an  Obligation  Under  an  Off-Balance  Sheet  Arrangement  of a
Registrant" is incorporated herein by reference.

Item 2.03     Creation of a Direct Financial  Obligation or an Obligation Under
              an Off-Balance Sheet Arrangement of a Registrant

     On February 14, 2006,  CBL & Associates  Properties,  Inc. (the  "Company")
amended  its secured  credit  facility  with Wells  Fargo Bank to  increase  the
maximum availability from $373.0 million to $476.0 million,  extend the maturity
date from  February  28,  2006 to February  28,  2009 plus a one-year  extension
option, increase the minimum tangible net worth requirement from $1.0 billion to
$1.37  billion  and  increase  the limit on the  maximum  availability  that the
Company may request from $500.0 million to $650.0 million.

     The  amendment  also  provided  for two  additional  banks  to be  added as
participants  to the secured credit  facility.  The banks  participating  in the
secured credit facility now include Wells Fargo Bank,  Wachovia Bank, U.S. Bank,
Commerzbank AG, PNC Bank,  SunTrust Bank,  KeyBank,  LaSalle Bank,  Allied Irish
Banks,  Societe  Generale,  Union Bank of California and Westdeutsch  Immobilien
Bank. The Company has customary  corporate and commercial banking  relationships
with several of the lenders and agents.

     So long as no event of default exists, the Company has the right to request
increases in the aggregate amount of the commitment  provided that the aggregate
commitment shall not exceed $650.0 million. The credit facility contains,  among
other  restrictions,  certain financial  covenants  including the maintenance of
certain  financial  coverage  ratios,   minimum  net  worth  requirements,   and
limitations on cash flow  distributions.  The credit facility includes usual and
customary  events of default  for  facilities  of this nature  (with  applicable
customary grace periods) and provides that, upon the occurrence and continuation
of an event of  default,  payment of all  amounts  outstanding  under the credit
facility may be accelerated and the lenders' commitments may be terminated.

Item 9.01     Financial Statements and Exhibits

(a)  Financial Statements of Businesses Acquired

     Not applicable

(b)  Pro Forma Financial Information

     Not applicable

(c)  Exhibits

     The  applicable  agreements  will be filed  as  exhibits  to the  Company's
     periodic  reports  not  later  than the due date for the Form  10-Q for the
     quarter ending March 31, 2006.


     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: February 21, 2006