<SUBMISSION>
<ACCESSION-NUMBER>0000910612-05-000111
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20050802
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20050803
<DATE-OF-FILING-DATE-CHANGE>20050803
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CBL & ASSOCIATES PROPERTIES INC
<CIK>0000910612
<ASSIGNED-SIC>6798
<IRS-NUMBER>621545718
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12494
<FILM-NUMBER>05995275
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2030 HAMILTON PLACE BVLD, SUITE 500
<STREET2>CBL CENTER
<CITY>CHATTANOOGA
<STATE>TN
<ZIP>37421
<PHONE>4238550001
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2030 HAMILTON PLACE BVLD, SUITE 500
<STREET2>CBL CENTER
<CITY>CHATTANOOGA
<STATE>TN
<ZIP>37421
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K PRESS RELEASE AND CONFERENCE CALL
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             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): August 2, 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)

                                       N/A
              (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))


<PAGE>


ITEM 2.02 Results of Operations and Financial Condition

     On August 2,  2005,  CBL &  Associates  Properties,  Inc.  (the  "Company")
reported its results for the second  quarter ended June 30, 2005.  The Company's
earnings  release  for the second  quarter  ended June 30,  2005 is  attached as
Exhibit 99.1. On August 3, 2005,  the Company held a conference  call to discuss
the second 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 six months ended
June 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

Exhibit
Number                          Description

99.1    Earnings Release - Second Quarter Ended June 30, 2005
99.2    Investor Conference Call Script - Second Quarter Ended June 30, 2005
99.3    Supplemental Financial and Operating Information - For the Three
        Months and Six Months Ended June 30, 2005




<PAGE>



                                    SIGNATURE



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


Date: August 3, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>pressrelease.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.1

                               [ CBL LETTERHEAD ]


Contact:   Katie Knight
           Director, Investor Relations
           (423) 855-0001

           CBL & ASSOCIATES PROPERTIES REPORTS SECOND QUARTER RESULTS

     o    FFO per share rose 18.3% to $0.71 in the second quarter.
     o    Same-center  NOI for the quarter and  six-months  ended June 30, 2005,
          rose 2.5% and 5.9%, respectively.
     o    Same store sales improved by 3.4% year-to-date.
     o    Portfolio occupancy rose to 91.9% as of the second quarter.
     o    Completed two-for-one stock split of Company's common stock.

CHATTANOOGA, Tenn. (August 2, 2005) CBL & Associates Properties, Inc. (NYSE:CBL)
announced  results for the second  quarter ended June 30, 2005. A description of
each non-GAAP financial measure and the related reconciliation to the comparable
GAAP measure is located at the end of this news release.  Per share amounts have
been adjusted to reflect the two-for-one  split of the Company's  common shares,
effective June 16, 2005.

     Net income  available to common  shareholders  for the second quarter ended
June 30, 2005,  was  $20,783,000  compared with  $21,708,000  for the prior-year
period   representing  a  decline  of  4.3%.  Net  income  available  to  common
shareholders  per diluted  share was $0.32 in the second  quarter ended June 30,
2005,  compared with $0.34 for the prior-year period,  representing a decline of
5.9%. Net income  available to common  shareholders for the second quarter ended
June 30, 2005,  declined over the prior year period primarily due to an increase
in depreciation expense for the properties acquired in 2004.

     Net income  available to common  shareholders for six months ended June 30,
2005, was  $46,154,000  compared with  $51,897,000 for the six months ended June
30, 2004,  representing  a decline of 11.1%.  On a diluted per share basis,  net
income available to common  shareholders for the six months ended June 30, 2005,
was $0.71 compared with $0.82 in the prior-year  period,  representing a decline
of 13.4%. Net income  available to common  shareholders for the six months ended
June 30,  2005,  declined  over the prior  year  period  due to an  increase  in
depreciation expense for the properties acquired in 2004 and gains recognized in
2004 from the  contribution  of  properties  into the Galileo  joint  venture in
January of 2004.

     Funds from  operations  (FFO) increased 21.0% to $83,203,000 for the second
quarter of 2005 from  $68,738,000  for the second quarter of 2004. FFO per share
on a diluted  fully  converted  basis  increased  18.3% to $0.71 for the  second
quarter of 2005 from $0.60 in the  prior-year  period.  FFO  increased  24.0% to
$171,664,000  for the six months ended June 30, 2005 from  $138,398,000  for the
six months  ended June 30,  2004.  FFO per share  increased  21.3% on a diluted,
fully  converted  basis for the six months  ended June 30,  2005,  to $1.48 from
$1.22 per share in the prior-year period.

HIGHLIGHTS

     |X|  Total  revenues   increased  13.4%  in  the  second  quarter  2005  to
          $198,996,000  from  $175,506,000  in  the  prior-year  period.   Total
          revenues   increased  17.9%  in  the  first  six  months  of  2005  to
          $409,901,000 from $347,662,000 in the comparable period a year ago.

     |X|  Same center net operating  income for the  portfolio  improved for the
          quarter  and six  months  ended  June  30,  2005,  by 2.5%  and  5.9%,
          respectively,  compared with a 1.5% and 1.1%  increase,  respectively,
          for the prior-year periods.

     |X|  Same-store  sales for mall  tenants of 10,000  square feet or less for
          stabilized  malls for the six months  ended June 30,  2005,  increased
          3.4% for those tenants who have reported  sales,  compared with a 5.9%
          increase for the prior year period.

                                     -MORE-
<PAGE>
CBL Reports Second Quarter Results
Page 2
August 2, 2005


     |X|  The debt-to-total-market capitalization ratio as of June 30, 2005, was
          40.3% based on the common  stock  closing  price of $43.07 and a fully
          converted  common  stock share count of  115,162,000  shares as of the
          same date. The  debt-to-total-market  capitalization  ratio as of June
          30, 2004, was 49.4% based on the  split-adjusted  common stock closing
          price of $27.50 and a fully  converted  common  stock  share  count of
          111,962,000 shares as of the same date.

     |X|  Variable rate debt of $767,697,000 represents 8.6% of the total market
          capitalization  for the  Company and 21.2% of the  Company's  share of
          total consolidated and unconsolidated debt.

     CBL's Chairman and Chief Executive Officer, Charles B. Lebovitz, said, "The
proactive  management  approach  we provide has once again  produced  impressive
results  in all  facets  of our  business  including  development,  acquisition,
leasing,  property  management,  and financial  strategies.  We are committed to
effectively  executing these strategies so as to continue  achieving our goal of
double-digit increases in FFO for 2005 and beyond.

     "With the recent transactions involving our community center portfolio,  we
are reallocating  resources and creating further efficiencies to better leverage
the  productivity  of our team of  professionals.  The  current  healthy  retail
environment  is  having a very  positive  impact on our mall  portfolio  and has
allowed us to accelerate our program of mall  redevelopments,  renovations,  and
expansions  as  well as  ground-up  developments  of  regional  malls,  open-air
lifestyle  centers  and  community/power  centers.  These  transactions  and the
continued  strong  performance  in  our  portfolio  demonstrate  our  focus  and
commitment   to  producing   long-term   growth  and  value   creation  for  our
shareholders."

PORTFOLIO OCCUPANCY*
<TABLE>
<CAPTION>
                                                          June 30,
                                                  2005                  2004
                                              -------------        -------------
<S>                                                <C>                  <C>
Portfolio occupancy                                91.9%                91.1%
  Mall portfolio                                   91.9%                91.1%
    Stabilized malls (69)                          92.2%                91.4%
    Non-stabilized malls (3)                       84.1%                85.1%
Associated centers (28)                            93.8%                89.3%
Community centers (5)                              81.1%                92.6%
<FN>
*Figures exclude the community centers that were contributed into the Galileo America joint venture.
</FN>
</TABLE>

ACQUISITIONS

     In  June,  the  Company  acquired  a 70%  joint  venture  interest  in  the
505,000-square-foot  Laurel  Park  Place in  Livonia,  MI,  for  $82.2  million,
including closing costs.

     Subsequent to the quarter-end, the Company closed on the acquisition of The
Mall of Acadiana in Lafayette,  LA, for approximately $175.3 million,  including
closing costs. The Company also entered into an agreement to acquire 14.62 acres
located  adjacent to the mall for $3.2 million as well as an option agreement to
purchase an additional 14.32 acres for $3.2 million.

DISPOSITIONS

     Subsequent  to the quarter  end,  the  Company  entered  into a  definitive
agreement  to  transfer  its  8.4%  equity  interest  in  Galileo  America,  LLC
("Galileo"),  a joint venture  between CBL and Galileo America Inc., to Galileo.
Additionally,  CBL's  management  and  advisory  contracts  with Galileo will be
purchased by New Plan Excel Realty Trust,  Inc.  (NYSE:  NXL), a shopping center
REIT.  CBL will receive total  consideration  of  approximately  $100.0  million
related  to these  transactions,  which are  expected  to close in  August.  The
Company has  determined  that the $41.8 million gain from the sale of the equity
interest will be  recognized in net income in the third quarter 2005.  This gain
will not be included in FFO.

 OTHER SIGNIFICANT EVENTS

     On May 11, 2005,  the Company  announced a  two-for-one  stock split of the
Company's common stock effective on June 16, 2005.

                                     -MORE-

<PAGE>
CBL Reports Second Quarter Results
Page 3
August 2, 2005

OUTLOOK AND GUIDANCE

     Based on today's  outlook and the Company's  second  quarter  results,  the
Company is  providing  guidance  for 2005 FFO in the range of $3.27 to $3.31 per
share.  The full year  guidance  assumes NOI growth in the range of 3% to 4% and
excludes the impact of any future  acquisitions,  lease  termination fee income,
gains on sales of outparcels, or gains on sales of non-operating properties. The
guidance  does  incorporate  the  expected  sale of CBL's  equity  interest  and
management  contracts  with Galileo,  which  represents  $0.26 per share in FFO.
Included  in net  income is the  $41.8  million  gain on the sale of the  equity
interest, which represents $0.36 per share. The $0.36 per share gain will not be
included in FFO. The Company  expects to update its annual  guidance  after each
quarter's results.

<TABLE>
<CAPTION>
                                                                        Low       High
<S>                                                                     <C>      <C>
Expected diluted earnings per common share                              $2.07    $2.11
      Adjust to fully converted shares from common shares               (0.92)   (0.93)
                                                                        ------   ------
Expected earnings per diluted, fully converted common share              1.15     1.18
      Add: depreciation and amortization                                 1.52     1.52
      Add: gain on sales of interest in Galileo                         (0.36)   (0.36)
      Add: minority interest in earnings of Operating Partnership        0.96     0.97
                                                                        ------   ------
Expected FFO per diluted, fully converted common share                  $3.27    $3.31
                                                                        ======   ======
</TABLE>


INVESTOR CONFERENCE CALL AND SIMULCAST

     CBL & Associates  Properties,  Inc. will conduct a conference call at 10:00
a.m. EDT on August 3, 2005, to discuss the second quarter results. The number to
call for this interactive teleconference is 913-981-5532.  A seven-day replay of
the conference call will be available by dialing  719-457-0820  and entering the
passcode  4800349.  A  transcript  of the  Company's  prepared  remarks  will be
furnished on a Form 8-K following the conference call.

     To receive the CBL & Associates  Properties,  Inc., second quarter earnings
release   and   supplemental   information   please   visit   our   website   at
cblproperties.com or contact Investor Relations at 423-490-8292.

     The Company will also provide an online Web  simulcast and  rebroadcast  of
its 2005 second quarter earnings release  conference call. The live broadcast of
CBL's quarterly  conference  call will be available  online at the Company's Web
site at cblproperties.com, as well as www.streetevents.com and www.earnings.com,
on August 3, 2005,  beginning at 10:00 a.m.  EDT. The online  replay will follow
shortly after the call and continue through August 17, 2005.

     CBL & Associates Properties,  Inc. is the fourth largest mall REIT in North
America and the largest  owner of malls and shopping  centers in the  Southeast,
ranked by GLA. CBL owns, holds interests in or manages 174 properties  including
72 enclosed  regional  malls.  The properties are located in 30 states and total
75.7 million square feet including 2.0 million square feet of non-owned shopping
centers  managed for third  parties.  CBL  currently  has eight  projects  under
construction  totaling  approximately  1.5 million  square  feet.  The  projects
include two  open-air  shopping  centers  located in Ft.  Myers,  FL and Memphis
(Southaven,  MS), TN, three community centers and three expansions.  In addition
to its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham),
MA. Additional information can be found at cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

     FFO is a widely used measure of the  operating  performance  of real estate
companies that  supplements  net income  determined in accordance with generally
accepted accounting principles ("GAAP"). The National Association of Real Estate
Investment  Trusts defines FFO as net income  (computed in accordance with GAAP)
excluding gains or losses on sales of operating  properties,  plus  depreciation
and  amortization,  and after  adjustments for  unconsolidated  partnerships and
joint ventures.  The Company believes that FFO provides an additional  indicator
of the operating  performance of the Company's  properties without giving effect
to real estate  depreciation and  amortization,  which assumes the value of real
estate assets decline  predictably  over time.  Since values of  well-maintained

                                     -MORE-
<PAGE>
CBL Reports Second Quarter Results
Page 4
August 2, 2005

real estate assets have historically risen or fallen with market conditions, the
Company  believes that FFO enhances  investors'  understanding  of the Company's
operating performance.

     FFO does not represent  cash flow from  operations as defined by accounting
principles   generally  accepted  in  the  United  States,  is  not  necessarily
indicative  of cash  available  to fund all cash flow  needs and  should  not be
considered  as an  alternative  to net income for  purposes  of  evaluating  the
Company's operating performance or to cash flow as a measure of liquidity.

Same-Center Net Operating Income

     Net operating  income  ("NOI") is a  supplemental  measure of the operating
performance  of the  Company's  shopping  centers.  The  Company  defines NOI as
operating  revenues (rental revenues,  tenant  reimbursements  and other income)
less property  operating  expenses  (property  operating,  real estate taxes and
maintenance and repairs).

     Similar to FFO,  the  Company  computes  NOI based on its pro rata share of
both consolidated and unconsolidated properties. The Company's definition of NOI
may be  different  than  that  used by other  companies  and,  accordingly,  the
Company's NOI may not be comparable to that of other companies. A reconciliation
of same-center NOI to net income is located at the end of this earnings release.

     Since  NOI  includes  only  those  revenues  and  expenses  related  to the
continuing  operations of its shopping center  properties,  the Company believes
that same-center NOI provides a measure that reflects trends in occupancy rates,
rental rates and operating costs and the impact of those trends on the Company's
results of operations.

Pro Rata Share of Debt

     The Company  presents debt based on its pro rata ownership share (including
the Company's pro rata share of unconsolidated affiliates and excluding minority
investors' share of consolidated  properties)  because it believes this provides
investors a clearer  understanding of the Company's total debt obligations which
affect the Company's liquidity. A reconciliation of the Company's pro rata share
of debt to the amount of debt on the  Company's  consolidated  balance  sheet is
located at the end of this earnings release.

     Information  included herein contains  "forward-looking  statements" within
the meaning of the federal  securities  laws.  Such  statements  are  inherently
subject  to risks and  uncertainties,  many of which  cannot be  predicted  with
accuracy  and some of which  might not even be  anticipated.  Future  events and
actual events,  financial and otherwise,  may differ  materially from the events
and results discussed in the forward-looking  statements. The reader is directed
to the Company's  various  filings with the Securities and Exchange  Commission,
including  without  limitation the Company's  Annual Report on Form 10-K and the
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  incorporated by reference  therein,  for a discussion of such risks
and uncertainties.

                                     -MORE-
<PAGE>
CBL Reports Second Quarter Results
Page 5
August 2, 2005

                        CBL & Associates Properties, Inc.
                      Consolidated Statements of Operations
               (Unaudited; in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                Three Months Ended            Six Months Ended
                                                                    June 30,                     June 30,
                                                              ------------------------      ------------------------
                                                                 2005          2004            2005          2004
                                                              ----------    ----------      ----------    ----------
REVENUES:
<S>                                                           <C>           <C>             <C>           <C>
Minimum rents                                                 $ 127,378     $ 113,487       $ 257,809     $ 221,937
Percentage rents                                                  1,758         1,472           9,857         8,157
Other rents                                                       2,795         2,456           5,920         5,242
Tenant reimbursements                                            58,315        50,523         119,101        98,519
Management, development and leasing fees                          3,773         1,716           6,818         3,511
Other                                                             4,977         5,849          10,396        10,296
                                                              ----------    ----------      ----------    ----------
Total revenues                                                  198,996       175,503         409,901       347,662
                                                              ----------    ----------      ----------    ----------

EXPENSES:
Property operating                                               28,361        26,350          60,026        53,995
Depreciation and amortization                                    43,339        32,878          84,625        65,434
Real estate taxes                                                15,892        14,095          31,343        27,176
Maintenance and repairs                                          11,926        10,174          24,271        20,367
General and administrative                                        9,234         7,992          18,420        16,225
Loss on impairment of real estate assets                              -             -             262             -
Other                                                             3,057         4,923           6,487         7,955
                                                              ----------    ----------      ----------    ----------
Total expenses                                                  111,809        96,412         225,434       191,152
                                                              ----------    ----------      ----------    ----------
Income from operations                                           87,187        79,091         184,467       156,510
Interest income                                                   2,594           706           4,277         1,586
Interest expense                                                (50,255)      (42,798)        (99,176)      (83,232)
Loss on extinguishment of debt                                        -             -            (884)            -
Gain on sales of real estate assets                               4,382         4,955           7,096        24,780
Equity in earnings of unconsolidated affiliates                   2,683         2,682           5,774         5,546
Minority interest in earnings:
Operating partnership                                           (16,895)      (17,840)        (37,721)      (42,874)
Shopping center properties                                       (1,178)       (1,819)         (2,575)       (3,058)
                                                              ----------    ----------      ----------    ----------
Income before discontinued operations                            28,518        24,977          61,258        59,258
Operating income (loss) of discontinued operations                  (39)          622             266           951
Gain (loss) on discontinued operations                              (54)          525             (86)          520
                                                              ----------    ----------      ----------    ----------
Net income                                                       28,425        26,124          61,438        60,729
Preferred dividends                                              (7,642)       (4,416)        (15,284)       (8,832)
                                                              ----------    ----------      ----------    ----------
Net income available to common shareholders                   $  20,783     $  21,708       $  46,154     $  51,897
                                                              ==========    ==========      ==========    ==========
Basic per share data:
Income before discontinued operations, net of preferred
 dividends                                                    $    0.33     $    0.34       $    0.73     $    0.83
Discontinued operations                                           (0.00)         0.02            0.01          0.02
                                                              ----------    ----------      ----------    ----------
Net income available to common shareholders                   $    0.33     $    0.35       $    0.74     $    0.85
                                                              ==========    ==========      ==========    ==========
Weighted average common shares outstanding                       62,685        61,200          62,567        60,928

Diluted per share data:
Income before discontinued operations, net of preferred
 dividends                                                    $    0.32     $    0.32       $    0.71     $    0.80
Discontinued operations                                           (0.00)         0.02            0.00          0.02
                                                              ----------    ----------      ----------    ----------
Net income available to common shareholders                   $    0.32     $    0.34       $    0.71     $    0.82
                                                              ==========    ==========      ==========    ==========
Weighted average common and potential dilutive
common shares outstanding                                        65,004        63,510          64,895        63,372
</TABLE>

                                     -MORE-
<PAGE>
CBL Reports Second Quarter Results
Page 6
August 2, 2005

The Company's  calculation of FFO is as follows (in thousands,  except per share
data):
<TABLE>
<CAPTION>
                                                                     Three Months Ended            Six Months Ended
                                                                         June 30,                     June 30,
                                                                  ------------------------      ------------------------
                                                                     2005          2004            2005          2004
                                                                  ----------    ----------      ----------    ----------
<S>                                                                <C>           <C>             <C>           <C>
Net income available to common shareholders                        $ 20,783      $ 21,708        $ 46,154      $ 51,897
Add:
Depreciation and amortization from consolidated properties           43,339        32,878          84,625        65,434
Depreciation and amortization from unconsolidated affiliates          2,210         1,547           3,920         2,743
Depreciation and amortization from discontinued operations                -           156               -           345
Minority interest in earnings of operating partnership               16,895        17,840          37,721        42,874
Less:
(Gain) loss on sales of operating real estate assets                    397        (4,484)            174       (23,565)
Minority investors' share of depreciation and amortization             (289)         (304)           (651)         (597)
(Gain) loss on discontinued operations                                   54          (525)             86          (520)
Depreciation and amortization of non-real estate assets                (186)          (78)           (365)         (213)
                                                                  ----------    ----------      ----------    ----------
Funds from operations                                              $ 83,203      $ 68,738       $ 171,664     $ 138,398
                                                                  ==========    ==========      ==========    ==========

Funds from operations applicable to Company shareholders           $ 45,646      $ 37,732        $ 94,228     $  75,814
                                                                  ==========    ==========      ==========    ==========
Basic per share data:
Funds from operations                                              $   0.73      $   0.62        $   1.51     $    1.24
                                                                  ==========    ==========      ==========    ==========
Weighted average common shares outstanding with operating
 partnership units fully converted                                  114,134       111,490         113,923       111,220
Diluted per share data:
Funds from operations                                              $   0.71      $   0.60        $   1.48     $    1.22
                                                                  ==========    ==========      ==========    ==========
Weighted average common and potential dilutive common shares
  outstanding with operating parntership units fully converted       116,452       113,802         116,251       113,664

SUPPLEMENTAL FFO INFORMATION:

Lease termination fees                                             $    178      $  1,444        $  2,426     $   2,601
   Lease termination fees per share                                $      -      $   0.01        $   0.02     $    0.02

Straight-line rental income                                        $  1,327      $    596        $  2,852     $   1,242
   Straight-line rental income per share                           $   0.01      $   0.01        $   0.02     $    0.01

Gains on outparcel sales                                           $  6,023      $    705        $  8,633     $   2,041
   Gains on outparcel sales per share                              $   0.05      $   0.01        $   0.07     $    0.02

Amortization of acquired above- and below-market leases            $  1,279      $    607        $  2,812     $   1,242
   Amortization of acquired above- and below-market leases
   per share                                                       $   0.01      $   0.01        $   0.02     $    0.01

Amortization of debt premiums                                      $  1,948      $  1,166        $  3,661     $   2,139
   Amortization of debt premiums per share                         $   0.02      $   0.01        $   0.03     $    0.02

Gain on sales of non operating properties                          $    406      $      -        $    815     $       -
   Gain on sales of non operating properties per share             $      -      $      -        $   0.01     $       -

Loss on impairment of real estate assets                           $      -      $      -        $   (262)    $       -
   Loss on impairment of real estate assets per share              $      -      $      -        $      -     $       -
</TABLE>

                                     -MORE-
<PAGE>
CBL Reports Second Quarter Results
Page 7
August 2, 2005


Same-Center Net Operating Income
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Three Months Ended    Six Months Ended
                                                                          June 30,             June 30,
                                                                 ---------------------------------------------
                                                                     2005       2004         2005      2004
                                                                 ----------  ----------  ---------  ----------
<S>                                                                <C>       <C>          <C>       <C>
Net income                                                         $ 28,425  $ 26,124     $ 61,438  $ 60,729

Adjustments:
Depreciation and amortization                                        43,339    32,878       84,625    65,434
Depreciation and amortization from unconsolidated affiliates          2,210     1,547        3,920     2,743
Depreciation and amortization from discontinued operations                -       156            -       345
Minority investors' share of depreciation and amortization in
   shopping center properties                                          (289)     (304)        (651)     (597)
Interest expense                                                     50,255    42,798       99,176    83,232
Interest expense from unconsolidated affiliates                       3,538     1,658        6,060     3,077
Interest expense from discontinued operations                             -         9            -        20
Minority investors' share of interest expense in
   shopping center properties                                          (392)     (369)        (770)     (702)
Loss on extinguishment of debt                                            -         -          884         -
Abandoned projects expense                                               17     1,240          138     1,685
Gain on sales of real estate assets                                  (4,382)   (4,955)      (7,096)  (24,780)
Loss on impairment of real estate assets                                  -         -          262         -
Gain on sales of real estate assets of unconsolidated affiliates     (1,689)        -       (2,623)     (592)
Minority interest in earnings of operating partnership               16,895    17,840       37,721    42,874
(Gain) loss on discontinued operations                                   54      (525)          86      (520)
                                                                 ----------  ----------  ---------  ----------
Operating partnership's share of total NOI                          137,981   118,097      283,170   232,948
General and administrative expenses                                   9,234     7,992       18,420    16,225
Management fees and non-property level revenues                      (7,283)   (1,786)     (12,815)   (5,317)
                                                                 ----------  ----------  ---------  ----------
Operating partnership's share of property NOI                       139,932   124,303      288,775   243,856
NOI of non-comparable centers                                       (24,716)  (11,948)     (48,099)  (16,485)
                                                                 ----------  ----------  ---------  ----------
Total same center NOI                                             $ 115,216  $112,355    $ 240,676  $227,371
                                                                 ==========  ==========  =========  ==========

Malls                                                             $ 106,088  $102,946    $ 221,983  $209,137
Associated centers                                                    5,580     4,971       11,039    11,322
Community centers                                                     1,044       867        2,354     1,381
Other                                                                 2,504     3,571        5,300     5,531
                                                                 ----------  ----------  ---------  ----------
Total same center NOI                                             $ 115,216  $112,355    $ 240,676  $227,371
                                                                 ==========  ==========  =========  ==========

Percentage Change:
Malls                                                                  3.1%                   6.1%
Associated centers                                                    12.3%                  -2.5%
Community centers                                                     20.4%                  70.5%
Other                                                                -29.9%                  -4.2%
                                                                 ----------              ---------
Total same center NOI                                                  2.5%                   5.9%
                                                                 ==========              =========
</TABLE>

                                     -MORE-

<PAGE>
CBL Reports Second Quarter Results
Page 8
August 2, 2005

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                         June 30, 2005
                                                                    ------------------------------------------------------
                                                                        Fixed Rate       Variable Rate        Total
                                                                    -------------------  -------------  ------------------
<S>                                                                        <C>              <C>               <C>
Consolidated debt                                                          $ 2,778,311      $ 680,530         $ 3,458,841
Minority investors' share of consolidated debt                                 (52,436)             -             (52,436)
Company's share of unconsolidated affiliates' debt                             121,715         87,167             208,882
                                                                    -------------------  -------------  ------------------
Company's share of consolidated and unconsolidated debt                    $ 2,847,590      $ 767,697         $ 3,615,287
                                                                    ===================  =============  ==================
Weighted average interest rate                                                   6.36%          4.26%               5.91%
                                                                    ===================  =============  ==================

                                                                                         June 30, 2004
                                                                    ------------------------------------------------------
                                                                        Fixed Rate       Variable Rate        Total
                                                                    -------------------  -------------  ------------------
Consolidated debt                                                          $ 2,366,070      $ 729,365         $ 3,095,435
Minority investors' share of consolidated debt                                 (53,365)             -             (53,365)
Company's share of unconsolidated affiliates' debt                              58,885        121,041             179,926
                                                                    -------------------  -------------  ------------------
Company's share of consolidated and unconsolidated debt                    $ 2,371,590      $ 850,406         $ 3,221,996
                                                                    ===================  =============  ==================
Weighted average interest rate                                                   6.56%          2.36%               5.45%
                                                                    ===================  =============  ==================
</TABLE>


Debt-To-Total-Market Capitalization Ratio as of June 30, 2005
(In thousands, except stock price)
<TABLE>
<CAPTION>
                                                                          Shares
                                                                       Outstanding       Stock Price (1)      Value
                                                                    -------------------  -------------  ------------------
<S>                                                                            <C>          <C>              <C>
Common stock and operating partnership units                                   115,162      $ 43.07          $  4,960,027
8.75% Series B Cumulative Redeemable Preferred Stock                             2,000        50.00               100,000
7.75% Series C Cumulative Redeemable Preferred Stock                               460       250.00               115,000
7.375% Series D Cumulative Redeemable Preferred Stock                              700       250.00               175,000
                                                                                                        ------------------
Total market equity                                                                                             5,350,027
Company's share of total debt                                                                                   3,615,287
                                                                                                        ------------------
Total market capitalization                                                                                  $  8,965,314
                                                                                                        ==================
Debt-to-total-market capitalization ratio                                                                           40.3%
                                                                                                        ==================
<FN>
     (1)  Stock price for common stock and  operating  partnership  units equals
          the  closing  price of the common  stock on June 30,  2005.  The stock
          price for the preferred stock represents the liquidation preference of
          each respective series of preferred stock.
</FN>
</TABLE>

Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
<TABLE>
<CAPTION>
                                                             Three Months Ended                  Six Months Ended
                                                                  June 30,                            June 30,
                                                     ----------------------------------  ---------------------------------
2005:                                                   Basic            Diluted            Basic            Diluted
                                                     -------------  -------------------  -------------  ------------------
<S>                                                        <C>                  <C>            <C>                 <C>
Weighted average shares - EPS                              62,685               65,004         62,567              64,895
Weighted average operating partnership units               51,449               51,448         51,356              51,356
                                                     -------------  -------------------  -------------  ------------------
Weighted average shares- FFO                              114,134              116,452        113,923             116,251
                                                     =============  ===================  =============  ==================

2004:
Weighted average shares - EPS                              61,200               63,510         60,928              63,372
Weighted average operating partnership units               50,290               50,292         50,292              50,292
                                                     -------------  -------------------  -------------  ------------------
Weighted average shares- FFO                              111,490              113,802        111,220             113,664
                                                     =============  ===================  =============  ==================
</TABLE>

Dividend Payout Ratio
<TABLE>
<CAPTION>
                                                             Three Months Ended                  Six Months Ended
                                                                  June 30,                            June 30,
                                                     ----------------------------------  ---------------------------------
                                                         2005              2004              2005             2004
                                                     -------------  -------------------  -------------  ------------------
<S>                                                     <C>                  <C>            <C>                 <C>
Weighted average dividend per share                     $ 0.40861            $ 0.36270      $ 0.81800           $ 0.72540
FFO per diluted, fully converted share                  $    0.71            $    0.60      $    1.48           $    1.22
                                                     -------------  -------------------  -------------  ------------------
Dividend payout ratio                                       57.6%                60.5%          55.3%               59.5%
                                                     =============  ===================  =============  ==================

</TABLE>

                                     -MORE-
<PAGE>
CBL Reports Second Quarter Results
Page 9
August 2, 2005

Consolidated Balance Sheets
(Preliminary and unaudited,  in thousands)

<TABLE>
<CAPTION>
                                                             June 30,      December 31,
                                                               2005           2004
                                                           -----------     ------------
ASSETS
Real estate assets:
<S>                                                        <C>             <C>
Land                                                       $  666,681      $  659,782
Buildings and improvements                                  4,820,211       4,670,462
                                                           -----------     ------------
                                                            5,486,892       5,330,244
Less: accumulated depreciation                               (651,614)       (575,464)
                                                           -----------     ------------
                                                            4,835,278       4,754,780
Real estate assets held for sale                                    -          61,607
Developments in progress                                      170,131          78,393
                                                           -----------     ------------
Net investment in real estate assets                        5,005,409       4,894,780
Cash and cash equivalents                                      37,888          25,766
Receivables:
Tenant, net of allowance                                       35,326          38,409
Other                                                          10,216          13,706
Mortgage notes receivable                                      18,301          27,804
Investment in unconsolidated affiliates                        98,737          84,782
Other assets                                                  119,047         119,253
                                                           -----------     ------------
                                                           $5,324,924      $5,204,500
                                                           ===========     ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable                           $3,458,841      $3,359,466
Mortgage notes payable on real estate assets held for sale          -          12,213
Accounts payable and accrued liabilities                      222,894         212,064
                                                           -----------     ------------
Total liabilities                                           3,681,735       3,583,743
                                                           -----------     ------------
Commitments and contingencies
Minority interests                                            577,115         566,606
                                                           -----------     ------------
Shareholders' equity:
Preferred stock, $.01 par value                                    32              32
Common stock, $.01 par value                                      633             626
Additional paid-in capital                                  1,049,974       1,025,479
Deferred compensation                                         (10,570)         (3,081)
Retained earnings                                              26,005          31,095
                                                           -----------     ------------
Total shareholders' equity                                  1,066,074       1,054,151
                                                           -----------     ------------
                                                           $5,324,924      $5,204,500
                                                           ===========     ============
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>conferencecall.txt
<DESCRIPTION>EXHIBIT 99.2 CONFERENCE CALL
<TEXT>
                                                                    EXHIBIT 99.2

CBL & ASSOCIATES PROPERTIES, INC.
CONFERENCE CALL, SECOND QUARTER
AUGUST 3, 2005 @ 10:00 AM EDT

Stephen:

Thank you and good morning. We appreciate your participation in CBL & Associates
Properties Inc., conference call to discuss second quarter 2005 results. Joining
me today is John Foy, the Company's Chief Financial Officer and Katie Knight,
Director of Investor Relations who will begin by reading our Safe Harbor
disclosure.

Katie:

This conference call contains "forward-looking statements" within the meaning of
the federal securities laws. Such statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated. Future events and actual results, financial and
otherwise, may differ materially from the events and results discussed in the
forward-looking statements. During our discussion today, references made to per
share are adjusted to account for the 2-for1 stock split of the Company's common
stock and based upon a fully diluted converted share. Also, references made to
community centers are only those that are wholly owned by CBL & Associates
Properties, Inc. We direct you to the Company's various filings with the
Securities and Exchange Commission including, without limitation, the Company's
Annual Report on Form 10-K and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included therein for a discussion
of such risks and uncertainties.

A transcript of today's comments including the earnings release and additional
supplemental schedules will be furnished to the SEC on Form 8-K and will be
available on our website. This call will also be available for replay on the
Internet through a link on our website at cblproperties.com. This conference
call is the property of CBL & Associates Properties, Inc. Any redistribution,
retransmission or rebroadcast of this call without the express written consent
of CBL is strictly prohibited.

During this conference call, the Company may discuss non-GAAP financial measures
as defined by SEC Regulation G. A description of each non-GAAP measure and a
reconciliation of each non-GAAP financial measure to the comparable GAAP
financial measure will be included in the earnings release on the Form 8-K.

                                       1
<PAGE>

Stephen:

Thank you, Katie. The second quarter continued our trend of producing healthy
FFO increases with an impressive 18.3% increase in FFO per share. Through
efficient management, aggressive portfolio leasing and innovative marketing we
recorded positive increases in our portfolio operating metrics including a 2.5%
increase in same center NOI in the quarter, a 80 bps increase in portfolio
occupancy, and a 3.4% year-to-date increase in same store sales. We were pleased
to complete the acquisition of Laurel Park Place, in Livonia MI, in the quarter
and subsequent to the end of the quarter we announced the acquisition of The
Mall of Acadiana in Lafayette, LA. Our total investment in acquisitions
year-to-date exceeds $257million. We were also pleased to announce the sale of
our management and advisory contracts with and equity interest in Galileo. After
two years of a healthy and productive relationship with Galileo, we are
satisfied with the results of this transaction and our ability to generate
shareholder value.

DEVELOPMENT:

Our development pipeline continues to be a major focus, with approximately 2.6
million square feet expected to come online this year and nearly 1.3 million
square feet already announced for 2006 with more expected to come.

We have several exciting updates to report on these developments. We are pleased
to report that the 437,600 square foot Southaven Towne Center in Southaven, MS
is currently 100% leased and committed and is well on its way to a successful
grand opening in October of this year. We hope you have a chance to join us at
the celebration of the opening of this impressive open-air development.

Our latest mall development, Imperial Valley Mall in El Centro, CA continues to
perform well and is currently over 90% leased and committed.

Construction of Gulf Coast Town Center, our 1.7 million square foot open-air
joint venture development with the Jacobs Group is progressing nicely. The first
phase of 445,000 square feet will include a Super Target, Babies R Us, Linens N'
Things, Joann's Fabrics, Kirklands, Staples, Petco, and a 16 - screen Regal
Cinema. All of the big box and anchors stores included in Phase One are leased
or committed with only 10,000 square feet of small shop space remaining to be
leased. We expect to open the first phase in October with construction
anticipated to begin on Phase Two later this year. Phase Two will include the
region's first Bass Pro Shops, JCPenney, Belk, Ross Dress For Less,
approximately 220,000 square feet of open-air small shop space, and numerous
restaurants.

                                       2
<PAGE>

We recently announced the commencement of the second phase of the Hamilton
Corner redevelopment. You will recall that the first phase of the redevelopment
of this Hamilton Place associated center included the addition of several
upscale "lifestyle" retailers such as Ann Taylor LOFT, Chico's, Coldwater Creek,
J.Jill, Liz Claiborne Shoes and two restaurants. The second phase will continue
the interior and exterior redevelopment into the west wing of the center and
will include the addition of another restaurant and Mia Cucina, an upscale
kitchen accessory store.

Cobblestone Village at Royal Palm, our 225,000 square foot community center
development in Royal Palm Beach, FL is currently 94% leased and committed with
only two spaces remaining available in the second phase. Anchored by Target,
which opened in October of last year, the small shops in Phase I are scheduled
to open in September of this year and Phase II in the first half of next year.

Chicopee Marketplace in Chicopee, MA, a 156,000 square foot development
spearheaded by our Boston office with Staples and Marshall's as anchors, is
currently over 93% leased and committed and on schedule to open in September of
this year.

Consistent with our commitment to provide the best retail mix at each of our
malls, we have several anchor, junior anchor, and restaurant additions under
construction. We recently announced the development of a J. Buck's restaurant at
St. Clair Square in Fairview Heights, IL as well as an expansion of the
Dillard's store. J. Buck's, a landmark restaurant in St. Louis, is currently
under construction and is scheduled to open in September. The Dillard's store
will be renovated and expanded by approximately 30% and will include
enhancements in ladies shoes, cosmetics, handbags, and more.

At College Square in Morristown, TN we are replacing a 9 - Screen Cinema with a
12- screen state of the art Carmike cinema. The opening is scheduled for summer
of 2006.

We are progressing with the 144,000 square foot expansion at Fayette Mall in
Lexington, KY. The addition, scheduled to open later this year, will include the
addition of a 75,000 square foot, two level, Dick's Sporting Goods and
approximately 53,000 square feet of small shop space. The expansion is currently
91.0% leased and committed.

Last week we announced the Village at Coastal Grand, a lifestyle expansion at
Coastal Grand Myrtle Beach. The 60,000 square foot expansion will complement our
highly successful mall that opened last year.

We have two renovations currently underway at CoolSprings Galleria in Nashville,
TN and Fayette Mall in Lexington, KY. We have also announced that we will begin


                                       3
<PAGE>

the renovation of Madison Square in Huntsville, AL in January of the coming
year. All three renovations include updates to lighting, flooring, signage and
other enhancements. Fayette Mall's renovation is scheduled for completion later
this year, with the completion of CoolSprings scheduled for Spring 2006 and
Madison Square in Fall 2006.

LEASING:

We are happy to report strong results from both of the leasing events held in
the quarter, ICSC and our retailer Connections event. We were bolstered by the
record-setting attendance at ICSC and all reports indicate that this year was
one of the most productive Conventions for our Company. We followed up many
successful leads initiated at Convention at our annual Connections event in
June, where retailers from around the country came to Chattanooga for three days
of deal making. We had an excellent turnout with more than 140 people from
numerous retail chains in attendance. As a result of these events, several new
retailers and concepts are joining the CBL portfolio. Aeropostale's emerging
concept "Jimmy Z" will be joining two of our malls later this year. In addition,
we are excited about the addition of the first two H&M locations within the CBL
portfolio at Brookfield Square in Brookfield, WI, and West Town Mall in Madison,
WI.

Leasing efforts continued to produce good results in the second quarter. We
accomplished more than 583,000 square feet of leasing in the quarter, including
297,000 square feet of new leases and 286,000 square feet of renewal leases.
This compares with 544,000 square feet completed in the prior year period with
338,000 square feet of new leases and 206,000 square feet of renewal. Both
periods exclude centers sold to Galileo.

For the second quarter, leases for the same small shop space of 20,000 square
feet and less, were signed at an average increase of 14.2% over the average base
rent per square foot of the prior leases.

Leases for both same space and non-comparable space of 20,000 square feet and
less were signed at an average increase of 8.1% over the average base rent per
square foot of expiring leases in the quarter.

Total portfolio occupancy as of June 30, 2005 increased 80 bps to 91.9% from
91.1% at June 30, 2004. Mall occupancy at June 30, 2005 was 91.9%, an 80 basis
point increase from 91.1% occupancy at June 30, 2004. Occupancy in the
associated centers increased 450 basis points to 93.8% as of June 30, 2005.

The effect of bankruptcies remains limited this year. For the six months ended
June 30, 2005, 13 stores closed due to bankruptcy, representing 30,000 square
feet and $978,000 in annual base rent. We have released approximately 10% of


                                       4
<PAGE>

this space at a 26% increase in average base rents over the prior average base
rents.

RETAIL SALES

Retailer sales performance continued to be strong this quarter and we expect
continued strength from our retailers. Same store sales in the six months for
mall tenants 10,000 square feet or less in stabilized malls increased 3.4% over
the prior year.

Occupancy costs as a percent of sales was 13.7% for the six-months ended June
30, 2005 as compared with 13.8% for the prior year period. Occupancy cost is
typically higher in the interim period as a higher percentage of sales occur in
the fourth quarter.

ACQUISITIONS:

During the second quarter we completed the acquisition of a 70% interest in
Laurel Park Place in Livonia, MI for $82.2 million at a going-in cap rate of
8.52% based on income in-place. Additionally, subsequent to the quarter end, we
completed the acquisition of The Mall of Acadiana in Lafayette, LA for
approximately $175.3 million at an initial cap rate of 6.1% based on income
in-place.

We are excited about the addition of these two properties to our portfolio. Each
offers ample opportunity to increase NOI through lease-up, rollover, and
implementation of specialty leasing programs. Additionally, the properties offer
opportunity for future development including an expansion and the development of
an associated center at The Mall of Acadiana.

The acquisition environment continues to be extremely competitive, but we
maintain our belief that there are opportunities out there to acquire properties
that meet our requirements. Although our latest acquisition was completed at a
lower cap rate than we have historically paid, we believe that leasing,
expansions, as well as aggressive management should improve the cap rate over
the next few years and we are confident in our ability to take advantage of the
many opportunities available to us at the property for near-term value creation.

I will now turn the call over to John for the financial review.

FINANCIAL REVIEW:

Thank you, Stephen.

During the second quarter 2005, FFO per share increased 18.3% to $0.71 per share
from $0.60 per share in the prior year period. For the six months ended June 30,


                                       5
<PAGE>

2005, FFO per share increased 21.3% to $1.48 from $1.22 in the prior year
period. For the second quarter, 10% of the increase in FFO was attributable to
internal sources and 90% from external sources.

Additional highlights in the quarter included:

o        Same center NOI increased 2.5% for the quarter, and 5.9% for six-months
         ended June 30, 2005. The same center NOI increase was attributable to
         increases in occupancy and rental rate increases.
o        G&A represented approximately 4.6% of total revenues, consistent with
         the prior year period. Quarter over quarter, G&A increased 15.5%
         primarily due to the addition of employees, and professional fees.
o        Our cost recovery ratio was 103.8% for the quarter, as we continue to
         benefit from occupancy increases and the implementation of efficiency
         optimizing utility management systems within our malls.
o        Our debt-to-total market capitalization ratio was 40.3% at June 30,
         2005 compared with 49.4% at the close of the prior year period.
         Variable rate debt represented approximately 8.6% of the total market
         capitalization at quarter-end and 21.2% of total debt. Our EBITDA to
         interest coverage ratio at quarter-end was 2.72 times, compared with
         2.71 times for the prior year period.
o        Outparcel sales were $0.05 in the quarter primarily due to sales of
         outparcels at Southaven Town Center.


GUIDANCE UPDATE:

As indicated in our press release, we are updating our 2005 FFO per share
guidance range to account for second quarter results and other recently
announced transactions. Our new FFO guidance range of $3.27 to $3.31 per share
assumes full year NOI growth in the range of 3% to 4% and excludes the impact of
future acquisitions, lease termination fee income, gains on sales of outparcels,
or gains on sales of non-operating properties. The new guidance includes our
recently announced transactions with Galileo and New Plan. As previously
announced we expect this transaction to be revenue neutral on an annual basis,
but will contribute $0.26 to FFO in the third quarter for one-time gains and fee
income. We also stated in the press release that we will record a $41.8 million
gain on the sale of our joint venture equity interest in net income in the third
quarter. This gain will not be included in FFO.

CONCLUSION:

Our outlook for the remainder of the year is positive. Our existing portfolio of
malls contains numerous opportunities to take advantage of the established
retail hub by adding a big box or lifestyle component, an associated center, or
additional small shop space. We continue to explore these prospects and as a


                                       6
<PAGE>

result, an increasing number of these types of developments are entering our
pipeline. We believe that this proactive strategy will help to maintain each
property's status as the retail destination in the respective trade area and is
a part of our continued success.

Thank you again for joining us today, we appreciate your continued support and
would now be happy to answer any questions you may have.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>supplemental.txt
<DESCRIPTION>EXHIBIT 99.3  SUPPLEMENTAL
<TEXT>
                                                                    EXHIBIT 99.3

                       CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005


<TABLE>
<CAPTION>
                                                                Three Months Ended            Six Months Ended
                                                                    June 30,                     June 30,
                                                              ------------------------      ------------------------
                                                                 2005          2004            2005          2004
                                                              ----------    ----------      ----------    ----------
REVENUES:
<S>                                                           <C>           <C>             <C>           <C>
Minimum rents                                                 $ 127,378     $ 113,487       $ 257,809     $ 221,937
Percentage rents                                                  1,758         1,472           9,857         8,157
Other rents                                                       2,795         2,456           5,920         5,242
Tenant reimbursements                                            58,315        50,523         119,101        98,519
Management, development and leasing fees                          3,773         1,716           6,818         3,511
Other                                                             4,977         5,849          10,396        10,296
                                                              ----------    ----------      ----------    ----------
Total revenues                                                  198,996       175,503         409,901       347,662
                                                              ----------    ----------      ----------    ----------

EXPENSES:
Property operating                                               28,361        26,350          60,026        53,995
Depreciation and amortization                                    43,339        32,878          84,625        65,434
Real estate taxes                                                15,892        14,095          31,343        27,176
Maintenance and repairs                                          11,926        10,174          24,271        20,367
General and administrative                                        9,234         7,992          18,420        16,225
Loss on impairment of real estate assets                              -             -             262             -
Other                                                             3,057         4,923           6,487         7,955
                                                              ----------    ----------      ----------    ----------
Total expenses                                                  111,809        96,412         225,434       191,152
                                                              ----------    ----------      ----------    ----------
Income from operations                                           87,187        79,091         184,467       156,510
Interest income                                                   2,594           706           4,277         1,586
Interest expense                                                (50,255)      (42,798)        (99,176)      (83,232)
Loss on extinguishment of debt                                        -             -            (884)            -
Gain on sales of real estate assets                               4,382         4,955           7,096        24,780
Equity in earnings of unconsolidated affiliates                   2,683         2,682           5,774         5,546
Minority interest in earnings:
Operating partnership                                           (16,895)      (17,840)        (37,721)      (42,874)
Shopping center properties                                       (1,178)       (1,819)         (2,575)       (3,058)
                                                              ----------    ----------      ----------    ----------
Income before discontinued operations                            28,518        24,977          61,258        59,258
Operating income (loss) of discontinued operations                  (39)          622             266           951
Gain (loss) on discontinued operations                              (54)          525             (86)          520
                                                              ----------    ----------      ----------    ----------
Net income                                                       28,425        26,124          61,438        60,729
Preferred dividends                                              (7,642)       (4,416)        (15,284)       (8,832)
                                                              ----------    ----------      ----------    ----------
Net income available to common shareholders                   $  20,783     $  21,708       $  46,154     $  51,897
                                                              ==========    ==========      ==========    ==========
Basic per share data:
Income before discontinued operations, net of preferred
 dividends                                                    $    0.33     $    0.34       $    0.73     $    0.83
Discontinued operations                                           (0.00)         0.02            0.01          0.02
                                                              ----------    ----------      ----------    ----------
Net income available to common shareholders                   $    0.33     $    0.35       $    0.74     $    0.85
                                                              ==========    ==========      ==========    ==========
Weighted average common shares outstanding                       62,685        61,200          62,567        60,928

Diluted per share data:
Income before discontinued operations, net of preferred
 dividends                                                    $    0.32     $    0.32       $    0.71     $    0.80
Discontinued operations                                           (0.00)         0.02            0.00          0.02
                                                              ----------    ----------      ----------    ----------
Net income available to common shareholders                   $    0.32     $    0.34       $    0.71     $    0.82
                                                              ==========    ==========      ==========    ==========
Weighted average common and potential dilutive
common shares outstanding                                        65,004        63,510          64,895        63,372
</TABLE>

                                     -MORE-
<PAGE>
                       CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005

The Company's  calculation of FFO is as follows (in thousands,  except per share
data):
<TABLE>
<CAPTION>
                                                                     Three Months Ended            Six Months Ended
                                                                         June 30,                     June 30,
                                                                  ------------------------      ------------------------
                                                                     2005          2004            2005          2004
                                                                  ----------    ----------      ----------    ----------
<S>                                                                <C>           <C>             <C>           <C>
Net income available to common shareholders                        $ 20,783      $ 21,708        $ 46,154      $ 51,897
Add:
Depreciation and amortization from consolidated properties           43,339        32,878          84,625        65,434
Depreciation and amortization from unconsolidated affiliates          2,210         1,547           3,920         2,743
Depreciation and amortization from discontinued operations                -           156               -           345
Minority interest in earnings of operating partnership               16,895        17,840          37,721        42,874
Less:
(Gain) loss on sales of operating real estate assets                    397        (4,484)            174       (23,565)
Minority investors' share of depreciation and amortization             (289)         (304)           (651)         (597)
(Gain) loss on discontinued operations                                   54          (525)             86          (520)
Depreciation and amortization of non-real estate assets                (186)          (78)           (365)         (213)
                                                                  ----------    ----------      ----------    ----------
Funds from operations                                              $ 83,203      $ 68,738       $ 171,664     $ 138,398
                                                                  ==========    ==========      ==========    ==========

Funds from operations applicable to Company shareholders           $ 45,646      $ 37,732        $ 94,228     $  75,814
                                                                  ==========    ==========      ==========    ==========
Basic per share data:
Funds from operations                                              $   0.73      $   0.62        $   1.51     $    1.24
                                                                  ==========    ==========      ==========    ==========
Weighted average common shares outstanding with operating
 partnership units fully converted                                  114,134       111,490         113,923       111,220
Diluted per share data:
Funds from operations                                              $   0.71      $   0.60        $   1.48     $    1.22
                                                                  ==========    ==========      ==========    ==========
Weighted average common and potential dilutive common shares
  outstanding with operating parntership units fully converted       116,452       113,802         116,251       113,664

SUPPLEMENTAL FFO INFORMATION:

Lease termination fees                                             $    178      $  1,444        $  2,426     $   2,601
   Lease termination fees per share                                $      -      $   0.01        $   0.02     $    0.02

Straight-line rental income                                        $  1,327      $    596        $  2,852     $   1,242
   Straight-line rental income per share                           $   0.01      $   0.01        $   0.02     $    0.01

Gains on outparcel sales                                           $  6,023      $    705        $  8,633     $   2,041
   Gains on outparcel sales per share                              $   0.05      $   0.01        $   0.07     $    0.02

Amortization of acquired above- and below-market leases            $  1,279      $    607        $  2,812     $   1,242
   Amortization of acquired above- and below-market leases
   per share                                                       $   0.01      $   0.01        $   0.02     $    0.01

Amortization of debt premiums                                      $  1,948      $  1,166        $  3,661     $   2,139
   Amortization of debt premiums per share                         $   0.02      $   0.01        $   0.03     $    0.02

Gain on sales of non operating properties                          $    406      $      -        $    815     $       -
   Gain on sales of non operating properties per share             $      -      $      -        $   0.01     $       -

Loss on impairment of real estate assets                           $      -      $      -        $   (262)    $       -
   Loss on impairment of real estate assets per share              $      -      $      -        $      -     $       -
</TABLE>

                                     -MORE-
<PAGE>
                       CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005


Same-Center Net Operating Income
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Three Months Ended    Six Months Ended
                                                                          June 30,             June 30,
                                                                 ---------------------------------------------
                                                                     2005       2004         2005      2004
                                                                 ----------  ----------  ---------  ----------
<S>                                                                <C>       <C>          <C>       <C>
Net income                                                         $ 28,425  $ 26,124     $ 61,438  $ 60,729

Adjustments:
Depreciation and amortization                                        43,339    32,878       84,625    65,434
Depreciation and amortization from unconsolidated affiliates          2,210     1,547        3,920     2,743
Depreciation and amortization from discontinued operations                -       156            -       345
Minority investors' share of depreciation and amortization in
   shopping center properties                                          (289)     (304)        (651)     (597)
Interest expense                                                     50,255    42,798       99,176    83,232
Interest expense from unconsolidated affiliates                       3,538     1,658        6,060     3,077
Interest expense from discontinued operations                             -         9            -        20
Minority investors' share of interest expense in
   shopping center properties                                          (392)     (369)        (770)     (702)
Loss on extinguishment of debt                                            -         -          884         -
Abandoned projects expense                                               17     1,240          138     1,685
Gain on sales of real estate assets                                  (4,382)   (4,955)      (7,096)  (24,780)
Loss on impairment of real estate assets                                  -         -          262         -
Gain on sales of real estate assets of unconsolidated affiliates     (1,689)        -       (2,623)     (592)
Minority interest in earnings of operating partnership               16,895    17,840       37,721    42,874
(Gain) loss on discontinued operations                                   54      (525)          86      (520)
                                                                 ----------  ----------  ---------  ----------
Operating partnership's share of total NOI                          137,981   118,097      283,170   232,948
General and administrative expenses                                   9,234     7,992       18,420    16,225
Management fees and non-property level revenues                      (7,283)   (1,786)     (12,815)   (5,317)
                                                                 ----------  ----------  ---------  ----------
Operating partnership's share of property NOI                       139,932   124,303      288,775   243,856
NOI of non-comparable centers                                       (24,716)  (11,948)     (48,099)  (16,485)
                                                                 ----------  ----------  ---------  ----------
Total same center NOI                                             $ 115,216  $112,355    $ 240,676  $227,371
                                                                 ==========  ==========  =========  ==========

Malls                                                             $ 106,088  $102,946    $ 221,983  $209,137
Associated centers                                                    5,580     4,971       11,039    11,322
Community centers                                                     1,044       867        2,354     1,381
Other                                                                 2,504     3,571        5,300     5,531
                                                                 ----------  ----------  ---------  ----------
Total same center NOI                                             $ 115,216  $112,355    $ 240,676  $227,371
                                                                 ==========  ==========  =========  ==========

Percentage Change:
Malls                                                                  3.1%                   6.1%
Associated centers                                                    12.3%                  -2.5%
Community centers                                                     20.4%                  70.5%
Other                                                                -29.9%                  -4.2%
                                                                 ----------              ---------
Total same center NOI                                                  2.5%                   5.9%
                                                                 ==========              =========
</TABLE>

                                     -MORE-

<PAGE>
                       CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                         June 30, 2005
                                                                    ------------------------------------------------------
                                                                        Fixed Rate       Variable Rate        Total
                                                                    -------------------  -------------  ------------------
<S>                                                                        <C>              <C>               <C>
Consolidated debt                                                          $ 2,778,311      $ 680,530         $ 3,458,841
Minority investors' share of consolidated debt                                 (52,436)             -             (52,436)
Company's share of unconsolidated affiliates' debt                             121,715         87,167             208,882
                                                                    -------------------  -------------  ------------------
Company's share of consolidated and unconsolidated debt                    $ 2,847,590      $ 767,697         $ 3,615,287
                                                                    ===================  =============  ==================
Weighted average interest rate                                                   6.36%          4.26%               5.91%
                                                                    ===================  =============  ==================

                                                                                         June 30, 2004
                                                                    ------------------------------------------------------
                                                                        Fixed Rate       Variable Rate        Total
                                                                    -------------------  -------------  ------------------
Consolidated debt                                                          $ 2,366,070      $ 729,365         $ 3,095,435
Minority investors' share of consolidated debt                                 (53,365)             -             (53,365)
Company's share of unconsolidated affiliates' debt                              58,885        121,041             179,926
                                                                    -------------------  -------------  ------------------
Company's share of consolidated and unconsolidated debt                    $ 2,371,590      $ 850,406         $ 3,221,996
                                                                    ===================  =============  ==================
Weighted average interest rate                                                   6.56%          2.36%               5.45%
                                                                    ===================  =============  ==================
</TABLE>


Debt-To-Total-Market Capitalization Ratio as of June 30, 2005
(In thousands, except stock price)
<TABLE>
<CAPTION>
                                                                          Shares
                                                                       Outstanding       Stock Price (1)      Value
                                                                    -------------------  -------------  ------------------
<S>                                                                            <C>          <C>              <C>
Common stock and operating partnership units                                   115,162      $ 43.07          $  4,960,027
8.75% Series B Cumulative Redeemable Preferred Stock                             2,000        50.00               100,000
7.75% Series C Cumulative Redeemable Preferred Stock                               460       250.00               115,000
7.375% Series D Cumulative Redeemable Preferred Stock                              700       250.00               175,000
                                                                                                        ------------------
Total market equity                                                                                             5,350,027
Company's share of total debt                                                                                   3,615,287
                                                                                                        ------------------
Total market capitalization                                                                                  $  8,965,314
                                                                                                        ==================
Debt-to-total-market capitalization ratio                                                                           40.3%
                                                                                                        ==================
<FN>
     (1)  Stock price for common stock and  operating  partnership  units equals
          the  closing  price of the common  stock on June 30,  2005.  The stock
          price for the preferred stock represents the liquidation preference of
          each respective series of preferred stock.
</FN>
</TABLE>

Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
<TABLE>
<CAPTION>
                                                             Three Months Ended                  Six Months Ended
                                                                  June 30,                            June 30,
                                                     ----------------------------------  ---------------------------------
2005:                                                   Basic            Diluted            Basic            Diluted
                                                     -------------  -------------------  -------------  ------------------
<S>                                                        <C>                  <C>            <C>                 <C>
Weighted average shares - EPS                              62,685               65,004         62,567              64,895
Weighted average operating partnership units               51,449               51,448         51,356              51,356
                                                     -------------  -------------------  -------------  ------------------
Weighted average shares- FFO                              114,134              116,452        113,923             116,251
                                                     =============  ===================  =============  ==================

2004:
Weighted average shares - EPS                              61,200               63,510         60,928              63,372
Weighted average operating partnership units               50,290               50,292         50,292              50,292
                                                     -------------  -------------------  -------------  ------------------
Weighted average shares- FFO                              111,490              113,802        111,220             113,664
                                                     =============  ===================  =============  ==================
</TABLE>

Dividend Payout Ratio
<TABLE>
<CAPTION>
                                                             Three Months Ended                  Six Months Ended
                                                                  June 30,                            June 30,
                                                     ----------------------------------  ---------------------------------
                                                         2005              2004              2005             2004
                                                     -------------  -------------------  -------------  ------------------
<S>                                                     <C>                  <C>            <C>                 <C>
Weighted average dividend per share                     $ 0.40861            $ 0.36270      $ 0.81800           $ 0.72540
FFO per diluted, fully converted share                  $    0.71            $    0.60      $    1.48           $    1.22
                                                     -------------  -------------------  -------------  ------------------
Dividend payout ratio                                       57.6%                60.5%          55.3%               59.5%
                                                     =============  ===================  =============  ==================

</TABLE>

                                     -MORE-
<PAGE>
                       CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005

Consolidated Balance Sheets
(Preliminary and unaudited,  in thousands)

<TABLE>
<CAPTION>
                                                             June 30,      December 31,
                                                               2005           2004
                                                           -----------     ------------
ASSETS
Real estate assets:
<S>                                                        <C>             <C>
Land                                                       $  666,681      $  659,782
Buildings and improvements                                  4,820,211       4,670,462
                                                           -----------     ------------
                                                            5,486,892       5,330,244
Less: accumulated depreciation                               (651,614)       (575,464)
                                                           -----------     ------------
                                                            4,835,278       4,754,780
Real estate assets held for sale                                    -          61,607
Developments in progress                                      170,131          78,393
                                                           -----------     ------------
Net investment in real estate assets                        5,005,409       4,894,780
Cash and cash equivalents                                      37,888          25,766
Receivables:
Tenant, net of allowance                                       35,326          38,409
Other                                                          10,216          13,706
Mortgage notes receivable                                      18,301          27,804
Investment in unconsolidated affiliates                        98,737          84,782
Other assets                                                  119,047         119,253
                                                           -----------     ------------
                                                           $5,324,924      $5,204,500
                                                           ===========     ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable                           $3,458,841      $3,359,466
Mortgage notes payable on real estate assets held for sale          -          12,213
Accounts payable and accrued liabilities                      222,894         212,064
                                                           -----------     ------------
Total liabilities                                           3,681,735       3,583,743
                                                           -----------     ------------
Commitments and contingencies
Minority interests                                            577,115         566,606
                                                           -----------     ------------
Shareholders' equity:
Preferred stock, $.01 par value                                    32              32
Common stock, $.01 par value                                      633             626
Additional paid-in capital                                  1,049,974       1,025,479
Deferred compensation                                         (10,570)         (3,081)
Retained earnings                                              26,005          31,095
                                                           -----------     ------------
Total shareholders' equity                                  1,066,074       1,054,151
                                                           -----------     ------------
                                                           $5,324,924      $5,204,500
                                                           ===========     ============
<FN>
The balance  sheet above is  preliminary  as of the date of this report.  Please
refer to the  Company's  Quarterly  Report on Form 10-Q when filed for  complete
balance sheet as of June 30, 2005.
</FN>
</TABLE>
<PAGE>

                       CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005


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  flows  from  operating
activities, investing activities and financing activities, provides investors an
additional indicator of the Company's ability to incur and service debt.

Ratio of EBITDA to Interest Expense
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                Three Months Ended   Six Months Ended
                                                                      June 30,            June 30,
                                                                -----------------------------------------
                                                                  2005       2004      2005       2004
                                                                ---------  --------- ---------  ---------
EBITDA:
<S>                                                             <C>        <C>       <C>        <C>
Net Income                                                      $ 28,425   $ 26,124  $ 61,438   $ 60,729

Adjustments:
Depreciation and amortization                                     43,339     32,878    84,625     65,434
Depreciation and amortization from unconsolidated affiliates       2,210      1,547     3,920      2,743
Depreciation and amortization from discontinued operations             -        156         -        345
Minority investors' share of depreciation and amortization in
   shopping center properties                                       (289)      (304)     (651)      (597)
Interest expense                                                  50,255     42,798    99,176     83,232
Interest expense from unconsolidated affiliates                    3,538      1,658     6,060      3,077
Interest expense from discontinued operations                          -          9         -         20
Minority investors' share of interest expense in
   shopping center properties                                       (392)      (369)     (770)      (702)
Income taxes                                                         947        819     1,301      1,265
Loss on extinguishment of debt                                         -          -       884          -
Loss on impairment of real estate assets                               -          -       262          -
Abandoned projects expense                                            17      1,240       138      1,685
(Gain) loss on sales of operating real estate assets                 397     (4,484)      174    (23,565)
Minority interest in earnings of operating partnership            16,895     17,840    37,721     42,874
(Gain) loss on discontinued operations                                54       (525)       86       (520)
                                                                ---------  --------- ---------  ---------
Company's share of total EBITDA                                 $145,396   $119,387  $294,364   $236,020
                                                                =========  ========= =========  =========

Interest Expense:
Interest expense                                                $ 50,255   $ 42,798  $ 99,176   $ 83,232
Interest expense from discontinued operations                          -          9         -         20
Interest expense from unconsolidated affiliates                    3,538      1,658     6,060      3,077
Minority investors' share of interest expense in
   shopping center properties                                       (392)      (369)     (770)      (702)
                                                                ---------  --------- ---------  ---------
Company's share of total interest expense                       $ 53,401   $ 44,096  $104,466   $ 85,627
                                                                =========  ========= =========  =========

Ratio of EBITDA to Interest Expense                                 2.72       2.71      2.82       2.76
                                                                =========  ========= =========  =========
</TABLE>

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities
(In thousands)
<TABLE>
<CAPTION>
                                                                Three Months Ended   Six Months Ended
                                                                      June 30,            June 30,
                                                                -----------------------------------------
                                                                  2005       2004      2005       2004
                                                                ---------  --------- ---------  ---------

<S>                                                             <C>        <C>       <C>        <C>
Company's share of total EBITDA                                 $145,396   $119,387  $294,364   $236,020
Interest expense                                                 (50,255)   (42,807)  (99,176)   (83,252)
Minority investors' share of interest expense in
   shopping center properties                                        392        369       770        702
Income taxes                                                        (947)      (819)   (1,301)    (1,265)
Amortization of deferred financing costs and non real estate       1,377      1,644     3,399      3,397
   depreciation included in operating expense
Amortization of debt premiums                                     (1,906)    (1,125)   (3,584)    (2,057)
Amortization of above and below market leases                     (1,307)      (568)   (2,838)    (1,171)
Depreciation and interest expense from unconsolidated affiliates  (5,748)    (3,205)   (9,980)    (5,820)
Minority investors' share of depreciation and amortization in        289        304       651        597
       shopping center properties
Minority interest in earnings - shopping center properties         1,178      1,819     2,575      3,058
Gains on outparcel sales                                          (4,779)      (471)   (7,270)    (1,215)
Issuances of stock under incentive plan                              (39)       269       771      1,268
Amortization of deferred compensation                                470        164       669        257
Accrual of deferred compensation                                     129        111       251        230
Changes in operating assets and liabilities                       10,928     (3,682)   (7,775)      (612)
                                                                ---------  --------- ---------  ---------
Cash flows provided by operating activities                     $ 95,178   $ 71,390  $171,526   $150,137
                                                                =========  ========= =========  =========
</TABLE>
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005

Schedule of Mortgage and Other Notes Payable as of June 30, 2005
(Dollars In thousands )
<TABLE>
<CAPTION>
                                                                                                     Balance
                                                    Maturity    Interest                   ----------------------------
Location                Property                      Date        Rate         Balance          Fixed       Variable
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                          <C>            <C>           <C>             <C>         <C>
Hattiesburg, MS         Turtle Creek Mall            Mar-06         7.400%        $ 30,029        $ 30,029    $      -
Chesapeake, VA          Greenbrier Mall              Apr-06         4.313%          92,650               -      92,650
Akron, OH               Chapel Hill Mall             May-06         4.130%          64,000               -      64,000
Akron, OH               Chapel Hill Surburban        May-06         4.190%           2,500               -       2,500
Midland MI              Midland Mall                 Jun-06         4.313%          30,000               -      30,000
Brookfield, IL          Brookfield Square            Jul-06         7.498%          68,887          68,887           -
Rockford, IL            Cherryvale Mall              Jul-06         7.375%          43,710          43,710           -
Lynchburg, VA           River Ridge Mall             Jan-07         4.000%          21,506          21,506           -
Madison, WI             East Towne Mall              Jan-07         8.010%          26,754          26,754           -
Madison, WI             West Towne Mall              Jan-07         8.010%          41,362          41,362           -
Chattanooga, TN         Hamilton Place               Mar-07         7.000%          62,642          62,642           -
Cincinnati, OH          Eastgate Crossing            Apr-07         6.380%          10,089          10,089           -
Charleston, SC          Citadel Mall                 May-07         7.390%          30,479          30,479           -
Highpoint, NC           Oak Hollow Mall              Feb-08         7.310%          43,832          43,832           -
Winston-Salem NC        Hanes Mall                   Jul-08         7.310%         107,448         107,448           -
Nashville, TN           Hickory Hollow Mall          Aug-08         6.770%          87,017          87,017           -
Nashville, TN           Courtyard At Hickory Hollow  Aug-08         6.770%           4,051           4,051           -
Nashville, TN           Rivergate Mall               Aug-08         6.770%          70,327          70,327           -
Nashville, TN           Village At Rivergate         Aug-08         6.770%           3,322           3,322           -
Lansing MI              Meridian Mall                Oct-08         4.520%          92,225          92,225           -
Cary , NC               Cary Towne Centre            Mar-09         6.850%          86,691          86,691           -
Joplin, MO              North Park Mall              Mar-09         5.500%          41,071          41,071           -
Fairview Heights, IL    St. Claire Square            Apr-09         7.000%          66,463          66,463           -
Daytona Beach, FL       Volusia Mall                 Apr-09         4.750%          54,044          54,044           -
Terre Haute, IN         Honey Creek Mall             Apr-09         4.750%          32,447          32,447           -
Meridian, MS            Bonita Lakes Mall            Oct-09         6.820%          26,154          26,154           -
Meridian, MS            Bonita Lakes Crossing        Oct-09         6.820%           8,195           8,195           -
Cincinnati, OH          Eastgate Mall   (a)          Dec-09         4.550%          56,797          56,797           -
Little Rock, AR         Park Plaza Mall              May-10         5.000%          40,948          40,948           -
Spartanburg, SC         Westgate Crossing            Jul-10         8.420%           9,530           9,530           -
Burnsville, MN          Burnsville Center            Aug-10         8.000%          68,975          68,975           -
Roanoke, VA             Valley View Mall             Sep-10         5.100%          44,125          44,125           -
Beaumont, TX            Parkdale Mall                Sep-10         5.010%          54,907          54,907           -
Beaumont, TX            Parkdale Crossing            Sep-10         5.010%           8,670           8,670           -
Nashville, TN           Coolsprings Galleria         Sep-10         8.290%         129,358         129,358           -
Stroud, PA              Stroud Mall                  Dec-10         8.420%          31,399          31,399           -
Wausau WI               Wausau Center                Dec-10         6.700%          13,109          13,109           -
York, PA                York Galleria                Dec-10         8.340%          50,204          50,204           -
Lexington KY            Fayette Mall                 Jul-11         7.000%          93,671          93,671           -
Chattanooga, TN         Hamilton Corner              Aug-11        10.125%           2,152           2,152           -
Asheville,  NC          Asheville Mall               Sep-11         6.980%          68,244          68,244           -
Ft Smith, AR            Massard Crossing             Feb-12         7.540%           5,822           5,822           -
Houston, TX             Willowbrook Plaza            Feb-12         7.540%          29,789          29,789           -
Vicksburg, MS           Pemberton Plaza              Feb-12         7.540%           1,989           1,989           -
Fayetteville, NC        Cross Creek Mall             Apr-12         5.000%          63,024          63,024           -
Colonial Heights, VA    Southpark Mall               May-12         5.100%          37,018          37,018           -

<PAGE>
                                                                                                     Balance
                                                    Maturity    Interest                   ----------------------------
Location                Property                      Date        Rate         Balance          Fixed       Variable
-----------------------------------------------------------------------------------------------------------------------
Asheboro, NC            Randolph Mall                Jul-12         6.500%          14,894          14,894           -
Douglasville, GA        Arbor Place Mall             Jul-12         6.510%          77,325          77,325           -
Douglasville, GA        The Landing At Arbor Place   Jul-12         6.510%           8,729           8,729           -
Jackson, TN             Old Hickory Mall             Jul-12         6.510%          34,155          34,155           -
Louisville, KY          Jefferson Mall               Jul-12         6.510%          43,074          43,074           -
N Charleston SC         Northwoods Mall              Jul-12         6.510%          61,670          61,670           -
Racine, WI              Regency Mall                 Jul-12         6.510%          33,776          33,776           -
Saginaw, MI             Fashion Square               Jul-12         6.510%          59,203          59,203           -
Spartanburg, SC         Westgate Mall                Jul-12         6.500%          53,506          53,506           -
Chattanooga, TN         CBL Center                   Aug-12         6.250%          14,472          14,472           -
Panama City, FL         Panama City Mall             Aug-12         7.300%          39,513          39,513           -
Livonia, MI             Laurel Park Place            Dec-12         5.000%          50,609          50,609           -
Monroeville, PA         Monroeville Mall             Jan-13         5.300%         131,360         131,360           -
Greensburg PA           Westmoreland Mall            Jan-13         5.050%          80,958          80,958           -
Columbia, SC            Columbia Mall                Oct-13         5.450%          32,827          32,827           -
Laredo, TX              Mall del Norte               Dec-14         5.040%         113,400         113,400           -
Janesville WI           Janesville Mall              Apr-16         8.375%          13,199          13,199           -
                                                                               -----------     -----------   ---------
                                                                                 2,920,296       2,731,146     189,150
                                                                               -----------     -----------   ---------
Weighted average interest rate                                                       6.27%           6.41%       4.25%
Debt Premiums:
Colonial Heights, VA    Southpark Mall               May-12         5.100%           3,794           3,794           -
Daytona Beach, FL       Volusia Mall                 Apr-09         4.750%           3,531           3,531           -
Fayetteville, NC        Cross Creek Mall             Apr-12         5.000%           8,352           8,352           -
Joplin, MO              North Park Mall              Mar-09         5.500%             647             647           -
Little Rock, AR         Park Plaza Mall              May-10         4.900%           6,485           6,485           -
Lynchburg, VA           River Ridge Mall             Jan-07         4.000%           1,304           1,304           -
Livonia, MI             Laurel Park Place            Dec-12         5.000%          10,449          10,449           -
Monroeville, PA         Monroeville Mall             Jan-13         5.300%           3,264           3,264           -
Roanoke, VA             Valley View Mall             Sep-10         5.100%           6,877           6,877           -
Terre Haute, IN         Honey Creek Mall             Apr-09         4.750%           2,462           2,462           -
                                                                               -----------     -----------   ---------
                                                                                    47,165          47,165           -
                                                                               -----------     -----------   ---------
Weighted average interest rate                                                       4.98%           4.98%

SUBTOTAL                                                                         2,967,461       2,778,311     189,150
                                                                               -----------     -----------   ---------
Weighted average interest rate                                                       6.25%           6.39%       4.25%

CONSTRUCTION LOAN:
Lexington KY            The Plaza at Fayette         Dec-06         4.863%           8,550               -       8,550
Southaven, MS           Southaven Towne Center       Jun-07         4.350%          16,545               -      16,545
                                                                               -----------     -----------   ---------
                                                                                    25,095               -      25,095
                                                                               -----------     -----------   ---------

LINES OF CREDIT                                                     4.260%         466,285               -     466,285
                                                                               -----------     -----------   ---------

TOTAL BALANCE SHEET                                                             $3,458,841      $2,778,311    $680,530
Weighted average interest rate                                                       5.97%           6.39%       4.27%
<PAGE>
                                                                                                     Balance
                                                    Maturity    Interest                   ----------------------------
Location                Property                      Date        Rate         Balance          Fixed       Variable
-----------------------------------------------------------------------------------------------------------------------

Plus CBL's Share Of Unconsolidated Affiliates:
El Centro, CA           Imperial Valley Mall         Dec-06        4.3800%          54,628               -      54,628
Paducah, KY             Kentucky Oaks                Jun-07        9.0000%          15,501          15,501           -
Huntsville, AL          Parkway Place                Jun-08        4.3750%          26,600               -      26,600
Del Rio, TX             Plaza del Sol                Aug-10        9.1500%           1,652           1,652           -
Myrtle Beach, SC        Coastal Grand-Myrtle Beach   Oct-14        5.0900%          58,327          58,327           -
Clarksville, TN         Governor's Square            Sep-16        8.2300%          14,745          14,745           -
Galileo America LLC     Portfolio                    various       4.7110%          37,429          31,490       5,939
                                                                               -----------     -----------   ---------
                                                                                   208,882         121,715      87,167
                                                                               -----------     -----------   ---------

Less Minority Interests' Share:                      Minority Interest %
Chattanooga, TN         CBL Center                    8.0%          6.250%          (1,158)         (1,158)          -
Chattanooga, TN         Hamilton Corner               10.0%        10.125%            (215)           (215)          -
Chattanooga, TN         Hamilton Place                10.0%         7.000%          (6,264)         (6,264)          -
Ft Smith AR             Massard Crossing              10.0%         7.540%          (5,240)         (5,240)          -
Highpoint, NC           Oak Hollow Mall               25.0%         7.310%         (10,958)        (10,958)          -
Houston, TX             Willowbrook Plaza             10.0%         7.540%         (26,810)        (26,810)          -
Vicksburg, MS           Pemberton Plaza               10.0%         7.310%          (1,791)         (1,791)          -
                                                                               -----------     -----------   ---------
                                                                                   (52,436)        (52,436)          -
                                                                               -----------     -----------   ---------

TOTAL OBLIGATIONS                                                               $3,615,287      $2,847,590    $767,697
                                                                               ===========    ============   =========
Weighted average interest rate                                                       5.91%           6.36%       4.26%

Total Debt of Unconsolidated Affiliates
El Centro, CA           Imperial Valley Mall         Dec-06         4.380%      $   54,628      $        -    $ 54,628
Paducah, KY             Kentucky Oaks                Jun-07         9.000%          31,000          31,000           -
Huntsville, AL          Parkway Place                Jun-08         4.375%          53,200               -      53,200
Del Rio, TX             Plaza del Sol                Aug-10         9.150%           3,266           3,266           -
Myrtle Beach, SC        Coastal Grand-Myrtle Beach  (Oct-14         5.090%         116,656         116,656           -
Clarksville, TN         Governor's Square            Sep-16         8.230%          31,042          31,042           -
Galileo America LLC     Portfolio                    various        4.711%         446,644         375,778      70,866
                                                                               -----------     -----------   ---------
                                                                                $  736,436      $  557,742    $178,694
                                                                               ===========    ============   =========
Weighted average interest rate                                                       4.95%           5.25%       4.00%
<FN>
(a)  Represents a first mortgage securing the property. In addition to the first
     mortgage, there is also a $7,750 B-note that is held by the Company.

(b)  Represents a first mortgage securing the property. In addition to the first
     mortgage,  there is also $18,000 of B-notes that are payable to the Company
     and its joint venture partner, each of which hold $9,000.
</FN>
</TABLE>
<PAGE>

                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005

New and  Renewal  Leasing  Activity  of Same Small  Shop Space Less Than  20,000
Square Feet Excluding Junior Anchors
<TABLE>
<CAPTION>
Quarter:                                         New                       New
                      Square     Prior Base  Initial Base   % Change    Average Base   % Change
  Property Type        Feet       Rent PSF     Rent PSF     Initial      Rent PSF      Average
---------------    ------------- ----------- ------------- ----------- -------------  ----------
<S>                     <C>         <C>           <C>           <C>         <C>           <C>
Stabilized malls        472,356     $ 24.80       $ 27.70       11.7%       $ 28.46       14.8%
Associated centers       22,867       16.18         18.37       13.5%         18.63       15.1%
Community centers        27,300       18.52         18.63        0.6%         18.63        0.6%
Other                         -           -             -        0.0%             -        0.0%
TOTAL                   522,523     $ 24.09       $ 26.82       11.3%       $ 27.52       14.2%
</TABLE>
<TABLE>
<CAPTION>
Year To Date:                                    New                       New
                      Square     Prior Base  Initial Base   % Change    Average Base   % Change
  Property Type        Feet       Rent PSF     Rent PSF     Initial      Rent PSF      Average
---------------    ------------- ----------- ------------- ----------- -------------  ----------
<S>                   <C>           <C>           <C>            <C>        <C>            <C>
Stabilized malls      1,160,662     $ 24.50       $ 25.86        5.5%       $ 26.49        8.1%
Associated centers       49,333       13.85         17.53       26.6%         17.86       29.0%
Community centers        38,500       15.51         15.64        0.8%         15.67        1.0%
Other                     3,087       20.83         24.35       16.9%         24.97       19.9%
TOTAL                 1,251,582     $ 23.80       $ 25.21        6.0%       $ 25.81        8.5%
</TABLE>

Stabilized  Mall  Leasing  Activity  of Same Small  Shop Space Less Than  20,000
Square Feet Excluding Junior Anchors
<TABLE>
<CAPTION>
Quarter:                                         New                       New
                      Square     Prior Base  Initial Base   % Change    Average Base   % Change
 Stabilized Malls      Feet       Rent PSF     Rent PSF     Initial      Rent PSF      Average
---------------    ------------- ----------- ------------- ----------- -------------  ----------
<S>                     <C>         <C>           <C>           <C>         <C>           <C>
New leases              206,719     $ 25.45       $ 28.45       11.8%       $ 29.66       16.5%
Renewal leases          265,637       24.29         27.11       11.6%         27.53       13.3%
                        472,356     $ 24.80       $ 27.70       11.7%       $ 28.46       14.8%
</TABLE>
<TABLE>
<CAPTION>
Year To Date:                                    New                       New
                      Square     Prior Base  Initial Base   % Change    Average Base   % Change
 Stabilized Malls      Feet       Rent PSF     Rent PSF     Initial      Rent PSF      Average
---------------    ------------- ----------- ------------- ----------- -------------  ----------
<S>                     <C>         <C>           <C>            <C>        <C>           <C>
New leases              374,938     $ 25.22       $ 27.66        9.7%       $ 28.83       14.3%
Renewal leases          785,724       24.16         25.00        3.5%         25.37        5.0%
                      1,160,662     $ 24.50       $ 25.86        5.5%       $ 26.49        8.1%
</TABLE>

Total Leasing  Activity of All Small Shop Spaces Compared to Expiring Tenants of
Small Shop Space Less Than 20,000 Square Feet Excluding Junior Anchors
<TABLE>
<CAPTION>
                                                                                                       % Change of Total
                                                            Scheduled                 Unscheduled    Leased to Scheduled and
Quarter:                           Leased     Scheduled     Expiring    Unscheduled     Expiring      Unscheduled Expiring
                      Leased     Average Base  Expiring    Average Base  Expiring     Average Base       Average Base
  Property Type     Square Feet   Rent PSF    Square Feet   Rent PSF    Square Feet    Rent PSF            Rent PSF
---------------    ------------- ----------- ------------- ----------- -------------  -------------  ------------------------
<S>                     <C>         <C>           <C>         <C>           <C>         <C>             <C>
Stabilized Malls        530,457     $ 28.06       277,074     $ 28.35       244,560     $ 23.67         7.3%
Associated centers       25,417       18.07        30,111       14.86        13,065       19.62        10.9%
Community centers        27,300       18.63        10,000       20.50         7,371       12.62         8.6%
Other                         -           -             -           -             -           -           -
TOTAL                   583,174     $ 27.19       317,185     $ 26.82       264,996     $ 23.16         8.1%
</TABLE>

<TABLE>
<CAPTION>
                                                                                                       % Change of Total
                                                            Scheduled                 Unscheduled    Leased to Scheduled and
Year To Date:                      Leased     Scheduled     Expiring    Unscheduled     Expiring      Unscheduled Expiring
                      Leased     Average Base  Expiring    Average Base  Expiring     Average Base       Average Base
  Property Type     Square Feet   Rent PSF    Square Feet   Rent PSF    Square Feet    Rent PSF            Rent PSF
---------------    ------------- ----------- ------------- ----------- -------------  -------------  ------------------------
<S>                   <C>           <C>         <C>           <C>           <C>         <C>             <C>
Stabilized Malls      1,294,838     $ 26.42     1,001,735     $ 25.10       459,018     $ 23.10         8.0%
Associated centers       53,683       17.53        45,801       14.97        14,090       19.43         9.5%
Community centers        46,950       14.28        29,650       12.28        10,431       11.78        17.5%
Other                     3,087       24.98         2,148       20.72         1,695       20.00        22.5%
TOTAL                 1,398,558     $ 25.67     1,079,334     $ 24.30       485,234     $ 22.73         7.8%
</TABLE>

<PAGE>

Leasing  Activity  of Small Shop Space Less Than 20,000  Square  Feet  Excluding
Junior Anchors
<TABLE>
<CAPTION>
Quarter:            New Leases                    Renewal Leases          Total
                   ------------------------- ------------------------- -------------------------
                                       Average Base              Average Base        Average Base
                   Square Feet    Rent PSF   Square Feet    Rent PSF   Square Feet    Rent PSF
                   ------------- ----------- ------------- ----------- -------------  ----------
<S>                     <C>         <C>           <C>         <C>           <C>         <C>
Stabilized Malls        264,820     $ 28.60       265,637     $ 27.53       530,457     $ 28.06
Associated centers       15,377       18.26        10,040       17.78        25,417       18.07
Community centers        17,300       17.54        10,000       20.50        27,300       18.63
Other                         -           -             -           -             -           -
TOTAL                   297,497     $ 27.43       285,677     $ 26.94       583,174     $ 27.19
</TABLE>

<TABLE>
<CAPTION>
Year To Date:       New Leases                    Renewal Leases          Total
                   ------------------------- ------------------------- -------------------------
                                       Average Base              Average Base        Average Base
                   Square Feet    Rent PSF   Square Feet    Rent PSF   Square Feet    Rent PSF
                   ------------- ----------- ------------- ----------- -------------  ----------
<S>                     <C>         <C>           <C>         <C>         <C>           <C>
Stabilized Malls        509,114     $ 28.05       785,724     $ 25.37     1,294,838     $ 26.42
Associated centers       33,310       18.05        20,373       16.69        53,683       17.53
Community centers        17,300       17.54        29,650       12.38        46,950       14.28
Other                       939       28.51         2,148       23.43         3,087       24.98
TOTAL                   560,663     $ 27.13       837,895     $ 24.70     1,398,558     $ 25.67
</TABLE>

Total Leasing Activity of Small Shop Space and Junior Anchors
<TABLE>
<CAPTION>
Quarter:            New Leases                    Renewal Leases          Total
                   ------------------------- ------------------------- -------------------------
                                       Average Base              Average Base        Average Base
                   Square Feet    Rent PSF   Square Feet    Rent PSF   Square Feet    Rent PSF
                   ------------- ----------- ------------- ----------- -------------  ----------
<S>                     <C>         <C>           <C>         <C>           <C>         <C>
Stabilized Malls        264,820     $ 28.60       265,637     $ 27.53       530,457     $ 28.06
Associated centers       15,377       18.26        10,040       17.78        25,417       18.07
Community centers        17,300       17.54        10,000       20.50        27,300       18.63
Other                         -           -             -           -             -           -
TOTAL                   297,497     $ 27.43       285,677     $ 26.94       583,174     $ 27.19
</TABLE>

<TABLE>
<CAPTION>
Year To Date:       New Leases                    Renewal Leases          Total
                   ------------------------- ------------------------- -------------------------
                                       Average Base              Average Base        Average Base
                   Square Feet    Rent PSF   Square Feet    Rent PSF   Square Feet    Rent PSF
                   ------------- ----------- ------------- ----------- -------------  ----------
<S>                     <C>         <C>           <C>         <C>         <C>           <C>
Stabilized Malls        634,025     $ 24.72       785,724     $ 25.37     1,419,749     $ 25.08
Associated centers       33,310       18.05        20,373       16.69        53,683       17.53
Community centers        17,300       17.54        29,650       12.38        46,950       14.28
Other                       939       28.51         2,148       23.43         3,087       24.98
TOTAL                   685,574     $ 24.22       837,895     $ 24.70     1,523,469     $ 24.48
</TABLE>

Average  Annual Base Rents Per Square Foot By Property  Type of Small Shop Space
Less Than 20,000 Square Feet Excluding Junior Anchors
<TABLE>
<CAPTION>
                        As of June 30,
                   -------------------------
                       2005         2004
                   ------------- -----------
<S>                     <C>         <C>
Stabalized malls        $ 25.62     $ 25.26
Non-stabalized malls      28.04       27.01
Associated centers        10.19        9.70
Community centers (1)     14.70        7.99
<FN>
(1) Excludes community centers that were contributed to Galileo America
</FN>
</TABLE>
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005


Top 25 Based On Percentage Of Total Revenues As Of June 30, 2005:
<TABLE>
<CAPTION>
                                                                                        Annual           Percentage
                                             Number of                                  Gross             of Total
               Tenant                          Stores          Square Feet            Rentals (1)         Revenues
----------------------------------------- --------------     ---------------       ---------------      ------------
<C>                                              <C>            <C>                  <C>                     <C>
1    Limited Brands, Inc.                        216            1,322,834            $44,461,750             5.9%
2    Foot Locker, Inc.                           179              704,921             26,432,328             3.5%
3    The Gap, Inc.                                91              913,661             22,074,472             2.9%
4    Luxottica Group, S.P.A. (2)                 188              338,028             15,542,201             2.1%
5    Abercrombie & Fitch, Co.                     60              409,017             14,503,639             1.9%
6    American Eagle Outfitters, Inc.              66              346,374             13,703,175             1.8%
7    Signet Group PLC (3)                         94              142,825             13,185,811             1.7%
8    JC Penney Co. Inc. (4)                       65            7,135,808             12,205,578             1.6%
9    Zale Corporation                            133              131,545             11,946,007             1.6%
10   Finish Line, Inc.                            58              309,904             11,308,190             1.5%
11   The Regis Corporation                       178              204,472              9,903,269             1.3%
12   Lerner New York, Inc.                        40              315,307              9,553,409             1.3%
13   Genesco Inc. (5)                            129              165,859              9,087,330             1.2%
14   Hallmark Cards, Inc.                         79              265,182              8,796,689             1.2%
15   Charming Shoppes, Inc. (6)                   51              306,047              8,721,877             1.2%
16   Pacific Sunwear of California                71              240,109              8,082,076             1.1%
17   Trans World Entertainment (7)                47              240,214              8,041,090             1.1%
18   The Children's Place Retail Stores, Inc.     48              202,314              7,534,952             1.0%
19   Aeropostale, Inc.                            56              188,540              7,350,871             1.0%
20   The Shoe Show of Rocky Mount, Inc            50              269,370              6,900,104             0.9%
21   Barnes & Noble, Inc.                         49              303,618              6,883,698             0.9%
22   Christopher & Banks, Inc.                    58              201,295              6,848,714             0.9%
23   Sun Capital Partners, Inc. (8)               55              319,580              6,820,809             0.9%
24   Claire's Stores, Inc.                       105              117,718              6,677,481             0.9%
25   Borders Group, Inc.                          43              256,542              6,672,334             0.9%
                                          --------------     ---------------       ---------------      ------------
                                               2,209           15,351,084           $303,237,854           40.3%
                                          ==============     ===============       ===============      ============
<FN>
(1)  Includes annual minimum rent and tenant  reimbursements based on amounts in
     effect at June 30, 2005.

(2)  Luxottica was previously Lenscrafters and Sunglass Hut. Luxottica purchased
     Cole  National   Corporation,   which  operates  Pearl  Vision  and  Things
     Remembered in October 2004.

(3)  Signet Group was previously Sterling, Inc. They operate Kay Jewelers, Marks
     & Morgan,  JB  Robinson,  Shaw's  Jewelers,  Osterman's  Jewelers,  LeRoy's
     Jewelers, Jared Jewelers, Belden Jewelers, & Rogers Jewelers.

(4)  J.C. Penney owns 28 of these stores.

(5)  Genesco Inc. operates Journey's,  Jarman and Underground  Station.  Genesco
     purchased Hat World,  which  operates Hat World,  Lids,  Hat Zone,  and Cap
     Factory, as of April 2, 2004.

(6)  Charming Shoppes, Inc. operates Lane Bryant, Fashion Bug and Catherine's.

(7)  Trans World  Entertainment  operates FYE (formerly Camelot Music and Record
     Town) and Saturday Matinee.

(8)  Sun Capital Partners,  Inc.  operates Sam Goody,  Suncoast Motion Pictures,
     Musicland,  Life Uniform, Anchor Blue, Mervyn's,  Bruegger's Bagels, Wick's
     Furniture and the Mattress Firm.
</FN>
</TABLE>
<PAGE>

                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005

Capital Expenditures for Three Months and Six Months Ended June 30 , 2005
(In thousands)
<TABLE>
<CAPTION>
                                                        Three Months  Six Months
                                                        ------------- ------------
<S>                                                         <C>          <C>
Tenant allowances                                           $ 11,483     $ 20,152
                                                        ------------- ------------
Renovations                                                    8,174        9,517
                                                        ------------- ------------

Deferred maintenance:
   Parking lot and parking lot lighting                        1,717        1,908
   Roof repairs and replacements                               3,674        4,917
   Other capital expenditures                                  1,330        2,477
                                                        ------------- ------------
   Total deferred maintenancee expenditures                    6,721        9,302
                                                        ------------- ------------
Total capital expenditures                                  $ 26,378     $ 38,971
                                                        ============= ============
</TABLE>

The capital expenditures incurred for maintenance such as parking lot repairs,
parking lot lighting and roofs are classified as deferred maintenance
expenditures. These expenditures are billed to tenants as common area
maintenance expense and the majority is recovered over a five to fifteen year
period. Renovation capital expenditures are for remodelings and upgrades for
enhancing our competitive position in the market area. A portion of these
expenditures covering items such as new floor coverings, painting, lighting and
new seating areas are also recovered through tenant billings. The costs of other
items such as new entrances, new ceilings and skylights are not recovered from
tenants. We estimate that 30% of our renovation expenditures are recoverable
from our tenants over a ten to fifteen year period. The third category of
capital expenditures is tenant allowances, sometimes made to third-generation
tenants. Tenant allowances are recovered through minimum rents from the tenants
over the term of the lease.


Deferred Leasing Costs Capitalized
(In thousands)
<TABLE>
<CAPTION>
                                                            2005         2004
                                                        ------------- ------------
Quarter ended:
<S>                                                            <C>          <C>
   March 31,                                                   $ 374        $ 492
   June 30,                                                      699          242
   September 30,                                                   -          524
   December 31,                                                    -          628
                                                        ------------- ------------
                                                             $ 1,073      $ 1,886
                                                        ============= ============
</TABLE>

<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
             For the Three Months and Six Months Ended June 30, 2005

Properties Under Development at June 30, 2005
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                            CBL's Share of
                                                                       --------------------------
                                                           Square         Total         Costs          Opening       Initial
 Property                         Location                  Feet          Costs        To Date           Date        Yield
--------------------------------  ---------------------  ------------  ------------   -----------   ---------------  ------
Mall Expansions:
<S>                               <C>                         <C>          <C>           <C>          <C>               <C>
Citadel Mall                      Charleston, SC              46,000       $ 6,545       $ 5,000      August-05         9%
Fayette Mall                      Lexington, KY              144,000        22,961        11,032      October-05       11%
Burnsville Center                 Burnsville, MN             146,000        24,612         6,080     Nov-05/Mar-06      9%
Stroud Mall                       Stroudsburg, PA              4,513         1,326           231     September-05       9%
St. Clair Square                  Fairview Heights, IL         8,500         2,794         1,700      October-05        9%

Open Air Centers:
Southaven Towne Center            Southaven, MS              437,600        43,238        28,860      October-05       10%
Gulf Coast Town Center Phase I    Ft. Meyers, FL             445,000        71,806 (a)    47,799 (a)  October-05        9%

Community Centers:
Cobblestone Village at Royal Palm Royal Palm Beach, FL       225,000        10,029         8,719     September-05       9%
Chicopee Marketplace              Chicopee, MA               156,000        20,360        12,726     September-05       9%

Community Center Expansion:
Fashion Square                    Orange Park, FL             18,000         3,278           886     September-05      10%
                                                         ------------  ------------   -----------
                                                           1,630,613     $ 206,949     $ 123,033
                                                         ============  ============   ===========
<FN>
(a)  Amounts  shown are 100% of the cost and cost to date.  CBL is  funding  the
     cost at this time.
</FN>
</TABLE>

</TEXT>
</DOCUMENT>
</SUBMISSION>
