<SUBMISSION>
<ACCESSION-NUMBER>0000910612-05-000154
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20050930
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20051028
<DATE-OF-FILING-DATE-CHANGE>20051028
<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>051163167
</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 CONF. 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): October 27, 2005


                        CBL & ASSOCIATES PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

          Delaware                    1-12494                62-154718
(State or Other Jurisdiction      (Commission File       (I.R.S. Employer
 of Incorporation)                 Number)                Identification No.)


                      Suite 500, 2030 Hamilton Place Blvd,
                   Chattanooga, TN 37421 (Address of principal
                      executive office, including zip code)

                                 (423) 855-0001
                         (Registrant's telephone number,
                              including area code)

                                       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 October 27, 2005,  CBL & Associates  Properties,  Inc.  (the  "Company")
reported  its  results for the third  quarter  ended  September  30,  2005.  The
Company's  earnings  release for the third quarter  ended  September 30, 2005 is
attached as Exhibit  99.1.  On October 28,  2005,  the Company held a conference
call to discuss the third quarter results. The transcript of the conference call
is attached  as Exhibit  99.2.  The  Company  has posted to its website  certain
supplemental  financial and operating  information for the three months and nine
months ended September 30, 2005, which is attached as Exhibit 99.3.

     The information in this Form 8-K and the Exhibits attached hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934, nor shall it be deemed  incorporated  by reference in any filing under the
Securities  Act  1933,  except  as  shall be  expressly  set  forth by  specific
reference in such filing.

Item 9.01   Financial Statements and Exhibits

(a)  Financial Statements of Businesses Acquired

     Not applicable

(b)  Pro Forma Financial Information

     Not applicable

(c)  Exhibits

Exhibit
Number                          Description

99.1 Earnings  Release  - CBL &  Associates  Properties  Reports  Third  Quarter
     Results

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

99.3 Supplemental Financial and Operating Information - For the Three Months and
     Nine Months Ended September 30, 2005




<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



Date: October 28, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>earningsrelease.txt
<DESCRIPTION>EXHIBIT 99.1 EARNINGS RELEASE
<TEXT>
                                                                    Exhibit 99.1

               {LETTERHEAD OF CBL & ASSOCIATES PROPERTIES, INC.]


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


            CBL & ASSOCIATES PROPERTIES REPORTS THIRD QUARTER RESULTS

     o    FFO per share rose 50.8% to $0.98 in the third quarter.
     o    Same-center  NOI for the quarter and  nine-months  ended September 30,
          2005, rose 6.4% and 6.9%, respectively.
     o    Same store sales improved by 3.3% year-to-date.
     o    Portfolio occupancy rose 90 bps to 93.3% as of September 30, 2005.
     o    Declared 12.6% increase in common dividend to $1.83 per share - fourth
          consecutive double-digit annual increase.

CHATTANOOGA,  Tenn.  (October  27,  2005)  CBL  &  Associates  Properties,  Inc.
(NYSE:CBL)  announced  results for the third quarter ended September 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 third  quarter ended
September 30, 2005, was $60,093,000 compared with $19,764,000 for the prior-year
period  representing  an  increase  of 204.1%.  Net income  available  to common
shareholders  per diluted share was $0.92 in the third  quarter ended  September
30,  2005,  compared  with  $0.31 for the  prior-year  period,  representing  an
increase of 196.8%.  Net income  available to common  shareholders for the third
quarter ended  September 30, 2005 included gains and fee income of $39.8 million
($72.5  million  before  deduction  for  minority  interest  in  earnings of the
operating  partnership)  resulting  from the  recent  transaction  with  Galileo
America, LLC.

     Net income  available  to common  shareholders  for the nine  months  ended
September 30, 2005,  was  $106,247,000  compared with  $71,661,000  for the nine
months ended September 30, 2004, representing an increase of 48.3%. On a diluted
per share basis, net income available to common shareholders for the nine months
ended  September  30,  2005,  was $1.64  compared  with $1.13 in the  prior-year
period,  representing  an  increase  of 45.1%.  Net income  available  to common
shareholders  for the nine months ended  September 30, 2005,  included gains and
fee  income of $39.8  million  ($72.5  million  before  deduction  for  minority
interest in earnings of the  operating  partnership)  resulting  from the recent
transaction with Galileo America, LLC.

     Funds from operations  (FFO) increased 52.1% to $114,410,000  for the third
quarter of 2005 from $75,235,000 for the third quarter of 2004. FFO per share on
a diluted,  fully converted basis increased 50.8% to $0.98 for the third quarter
of 2005 from $0.65 in the prior-year period. FFO increased 33.9% to $286,074,000
for the nine months  ended  September  30, 2005 from  $213,633,000  for the nine
months ended  September 30, 2004.  FFO per share  increased  31.6% on a diluted,
fully  converted  basis for the nine months ended  September  30, 2005, to $2.46
from $1.87 per share in the  prior-year  period.  FFO for the  quarter  and nine
months ended September 30, 2005 included gains and fee income of $0.26 per share
resulting from the recent transaction with Galileo America, LLC.

HIGHLIGHTS

     |X|  Effective with the fourth quarter of 2005, the regular  quarterly cash
          dividend for the  Company's  common  stock will be increased  12.6% to
          $0.4575 per share from $0.40625 per share. The increase  represents an
          annualized  dividend  distribution  of $1.83 per share and marks CBL's
          fourth consecutive annual double-digit common dividend increase.

                                     -MORE-

                                       1
<PAGE>
CBL Reports Third Quarter Results
Page 2
October 27, 2005


     |X|  Total  revenues   increased   15.8%  in  the  third  quarter  2005  to
          $224,169,000  from  $193,636,000  in  the  prior-year  period.   Total
          revenues  increased  17.1% in the nine months ended September 30, 2005
          to $634,070,000 from $541,298,000 in the comparable period a year ago.

     |X|  Same center net operating  income for the  portfolio  improved for the
          quarter and nine months ended  September  30, 2005,  by 6.4% and 6.9%,
          respectively,  compared with a 4.1% and 1.9%  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  nine  months  ended  September  30,  2005,
          increased  3.3% for those  tenants who have reported  sales,  compared
          with a 4.0% increase for the prior year period.

     |X|  The  debt-to-total-market  capitalization  ratio as of  September  30,
          2005,  was 42.3% based on the common stock closing price of $40.99 and
          a fully converted common stock share count of 115,338,000 shares as of
          the same date.  The  debt-to-total-market  capitalization  ratio as of
          September 30, 2004, was 48.2% based on the split-adjusted common stock
          closing  price of $30.475  and a fully  converted  common  stock share
          count of 113,702,000 shares as of the same date.

     |X|  Consolidated  and  unconsolidated  variable rate debt of  $979,702,000
          represents  11.0% of the total market  capitalization  for the Company
          and  26.1%  of  the  Company's   share  of  total   consolidated   and
          unconsolidated debt.

     CBL's Chairman and Chief Executive Officer, Charles B. Lebovitz, said, "The
continued  strong pace of  year-over-year  growth in funds from  operations  and
same-center  NOI reflects the number of new, viable  opportunities  we have been
able to source in today's marketplace and the additional growth opportunities we
continue to generate  within our existing  portfolio.  With  approximately  $1.1
billion in  acquisitions  and operating  joint  ventures  announced  to-date and
anticipated to close in 2005, we are well on our way to completing  another year
of impressive acquisitions. We have also been able to reward our shareholders in
the form of today's  common stock dividend  increase and the recently  announced
one-time special dividend.

     "With every new investment, we assess the long-term growth potential of the
property  as well as the  near-term  impact.  In doing  so, we have been able to
consistently  produce  higher  overall  returns  from our  acquisitions  through
redevelopment and expansions, specialty leasing programs, and aggressive leasing
and marketing programs. The level of acquisition and development activity so far
this year provides a solid base on which to add significant  value through these
strategies.

     "In  addition  to the  growth  from our  investment  activities,  we remain
confident  in the strength of the retail  environment  in our markets and at our
malls and open-air centers. Retailers continue to execute active expansion plans
nationwide  and introduce  new concepts.  Retailer  demand has  translated  into
strong leasing  activity at our properties  and  opportunities  to retenant with
more productive  retailers which should result in higher  releasing and rollover
spreads. With several renovations and redevelopments  underway in our portfolio,
we expect  this  favorable  environment  to provide  opportunity  for  continued
growth."

PORTFOLIO OCCUPANCY
<TABLE>
<CAPTION>
                                                        September 30,
                                                  2005                  2004
                                              -------------        -------------
<S>                                                   <C>                  <C>
         Portfolio occupancy                          93.3%                92.4%
           Mall portfolio                             93.2%                92.7%
             Stabilized malls (69)                    93.4%                92.7%
             Non-stabilized malls (3)                 88.0%                91.3%
         Associated centers (28)                      94.5%                90.4%
         Community centers (7)                        92.8%                93.2%
</TABLE>

ACQUISITIONS

     In October,  CBL announced that it had entered into a definitive  agreement
to acquire Oak Park Mall in Overland Park (Kansas City),  KS; Hickory Point Mall
in  Decatur,  IL; and  Eastland  Mall in  Bloomington,  IL. The  transaction  is
expected to close in November,  subject to the Company's completion of customary
closing conditions.

                                     -MORE-

                                       2
<PAGE>
CBL Reports Third Quarter Results
Page 3
October 27, 2005

DISPOSITIONS

     During the quarter the Company  announced that it had completed the sale of
its 8.4% equity  interest in and management and advisory  contracts with Galileo
America,  LLC, a joint venture between CBL and Galileo America Inc., for a total
consideration of approximately $100.0 million.

 OTHER SIGNIFICANT EVENTS

     Subsequent  to the quarter  end, the Richard E. Jacobs  Group,  Inc and CBL
announced  that they have entered  into a  definitive  agreement to form a 50/50
joint  venture to own  Triangle  Town Center and its  associated  and  lifestyle
centers,  Triangle Town Place and Triangle Town  Commons,  in Raleigh,  NC. Upon
closing  CBL  will  assume  management,   leasing  and  any  future  development
responsibilities of the property.

     In October,  the Company announced that the Board of Directors had declared
a special  one-time cash  dividend for the  Company's  Common Stock of $0.09 per
share. The dividend is payable on January 16, 2006, to shareholders of record as
of December 30, 2005.

OUTLOOK AND GUIDANCE

     Based on today's  outlook and the  Company's  third  quarter  results,  the
Company is  providing  guidance  for 2005 FFO in the range of $3.33 to $3.37 per
share.  The full year  guidance  assumes NOI growth in the range of 4.5% to 5.5%
and  excludes  the  impact  of  any  future  unannounced   acquisitions,   lease
termination  fee  income,  gains on sales of  outparcels,  and gains on sales of
non-operating  properties.  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                              $2.10    $2.14
             Adjust to fully converted shares from common shares               (0.92)    (0.94)
                                                                               -----     -----
       Expected earnings per diluted, fully converted common share              1.18      1.20
             Add: depreciation and amortization                                 1.56      1.56
             Add: minority interest in earnings of Operating Partnership        0.96      0.98
             Less: gain on sales of interest in Galileo                        (0.37)    (0.37)
                                                                               -----     -----

       Expected FFO per diluted, fully converted common share                  $3.33     $3.37
                                                                               =====     =====
</TABLE>

INVESTOR CONFERENCE CALL AND SIMULCAST

     CBL & Associates  Properties,  Inc. will conduct a conference call at 10:00
a.m. EDT on October 28, 2005, to discuss the third 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  4757878.  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.,  third 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 third 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 October 28, 2005,  beginning at 10:00 a.m. EDT. The online replay will follow
shortly after the call and continue through November 11, 2005.

     CBL 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 123  properties,  including  73 regional  malls/open-air
centers.  The  properties are located in 24 states and total 68.0 million square
feet including 2.0 million square feet of non-owned shopping centers managed for


                                       3
<PAGE>
CBL Reports Third Quarter Results
Page 4
October 27, 2005

third parties. CBL currently has eight projects under construction  totaling 2.0
million square feet including  open-air  shopping  centers located in Ft. Myers,
FL, and Stillwater,  OK, one community  center,  one associated  center and four
expansions.  Additionally,  CBL has three malls under  contract for purchase and
one mall under contract for joint venture ownership comprising approximately 4.4
million  square feet.  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
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-

                                       4
<PAGE>
CBL Reports Third Quarter Results
Page 5
October 27, 2005

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


<TABLE>
<CAPTION>
                                                                Three Months Ended           Nine Months Ended
                                                                   September 30,                September 30,
                                                              -----------------------------------------------------
                                                                 2005          2004           2005          2004
                                                              ----------    ----------     ----------    ----------
 REVENUES:
<S>                                                           <C>           <C>            <C>           <C>
 Minimum rents                                                $ 136,676     $ 120,859      $ 394,485     $ 342,796
 Percentage rents                                                 3,114         2,290         12,972        10,447
 Other rents                                                      2,400         2,084          8,320         7,326
 Tenant reimbursements                                           65,498        60,032        184,598       158,551
 Management, development and leasing fees                        11,109         2,868         17,927         6,379
 Other                                                            5,372         5,503         15,768        15,799
                                                              ----------    ----------     ----------    ----------
 Total revenues                                                 224,169       193,636        634,070       541,298
                                                              ----------    ----------     ----------    ----------

 EXPENSES:
 Property operating                                              35,513        31,642         95,539        85,637
 Depreciation and amortization                                   46,038        37,901        130,663       103,335
 Real estate taxes                                               16,283        15,407         47,626        42,582
 Maintenance and repairs                                         12,402        11,283         36,673        31,650
 General and administrative                                      10,221         8,280         28,641        24,505
 Loss on impairment of real estate assets                             -             -            262             -
 Other                                                            3,769         5,681         10,256        13,636
                                                              ----------    ----------     ----------    ----------
 Total expenses                                                 124,226       110,194        349,660       301,345
                                                              ----------    ----------     ----------    ----------
 Income from operations                                          99,943        83,442        284,410       239,953
 Interest income                                                  1,937           836          6,214         2,422
 Interest expense                                               (52,646)      (46,042)      (151,822)     (129,274)
 Loss on extinguishment of debt                                     (44)            -           (928)            -
 Gain on sales of real estate assets                             46,485         1,522         53,581        26,302
 Gain on sales of management contracts                           21,619             -         21,619             -
 Equity in earnings of unconsolidated affiliates                    995         1,407          6,769         6,953
 Minority interest in earnings:
 Operating partnership                                          (49,455)      (16,624)       (87,176)      (59,498)
 Shopping center properties                                      (1,086)         (974)        (3,661)       (4,034)
                                                              ----------    ----------     ----------    ----------
 Income before discontinued operations                           67,748        23,567        129,006        82,824
 Operating income (loss) of discontinued operations                 (15)          288            251         1,240
 Gain (loss) on discontinued operations                               2           325            (84)          845
                                                              ----------    ----------     ----------    ----------
 Net income                                                      67,735        24,180        129,173        84,909
 Preferred dividends                                             (7,642)       (4,416)       (22,926)      (13,248)
                                                              ----------    ----------     ----------    ----------
 Net income available to common shareholders                  $  60,093     $  19,764      $ 106,247     $  71,661
                                                              ==========    ==========     ==========    ==========
 Basic per share data:
 Income before discontinued operations,
    net of preferred dividends                                $    0.95     $    0.31      $    1.69     $    1.14
 Discontinued operations                                              -          0.01              -          0.03
                                                              ----------    ----------     ----------    ----------
 Net income available to common shareholders                  $    0.95     $    0.32      $    1.69     $    1.17
                                                              ==========    ==========     ==========    ==========
 Weighted average common shares outstanding                      62,940        61,540         62,693        61,130

 Diluted per share data:
 Income before discontinued operations,
    net of preferred dividends                                $    0.92     $    0.30      $    1.63     $    1.09
 Discontinued operations                                              -          0.01           0.01          0.04
                                                              ----------    ----------     ----------    ----------
 Net income available to common shareholders                  $    0.92     $    0.31      $    1.64     $    1.13
                                                              ==========    ==========     ==========    ==========
 Weighted average common and potential dilutive
 common shares outstanding                                       65,253        63,966         64,973        63,554
</TABLE>

                                     -MORE-

                                       5
<PAGE>
CBL Reports Third Quarter Results
Page 6
October 27, 2005


The Company's calculation of FFO is as follows (in thousands, except per share
data):
<TABLE>
<CAPTION>
                                                                    Three Months Ended           Nine Months Ended
                                                                      September 30,                September 30,
                                                                 -------------------------    --------------------------
                                                                    2005           2004            2005          2004
                                                                 ----------     ----------      ----------    ----------

<S>                                                              <C>            <C>             <C>           <C>
 Net income available to common shareholders                     $  60,093      $  19,764       $ 106,247     $  71,661
 Add:
 Depreciation and amortization from consolidated properties         46,038         37,901         130,663       103,335
 Depreciation and amortization from unconsolidated affiliates        2,207          1,862           6,127         4,605
 Depreciation and amortization from discontinued operations              -            125               -           470
 Minority interest in earnings of operating partnership             49,455         16,624          87,176        59,498
 Less:
 Gain on sales of operating real estate assets                     (42,882)          (200)        (42,708)      (23,765)
 Minority investors' share of depreciation and amortization           (311)          (302)           (962)         (899)
 (Gain) loss on discontinued operations                                 (2)          (325)             84          (845)
 Depreciation and amortization of non-real estate assets              (188)          (214)           (553)         (427)
                                                                 ----------     ----------      ----------    ----------
 Funds from operations                                           $ 114,410      $  75,235       $ 286,074     $ 213,633
                                                                 ==========     ==========      ==========    ==========

 Funds from operations applicable to Company shareholders        $  62,761      $  40,883       $ 157,052     $ 116,708
                                                                 ==========     ==========      ==========    ==========
 Basic per share data:
 Funds from operations                                           $    1.00      $    0.66       $    2.51     $    1.91
                                                                 ==========     ==========      ==========    ==========
Weighted average common shares outstanding with operating
    partnership units fully converted                              114,737        113,248         114,197       111,898
 Diluted per share data:
 Funds from operations                                           $    0.98      $    0.65       $    2.46     $    1.87
                                                                 ==========     ==========      ==========    ==========
Weighted average common and potential dilutive common shares
   outstanding with operating partnership units fully converted    117,050        115,674         116,477       114,322

 SUPPLEMENTAL FFO INFORMATION:

 Lease termination fees                                          $   1,221      $     736       $   3,648     $   3,336
    Lease termination fees per share                             $    0.01      $    0.01       $    0.03     $    0.03

 Straight-line rental income                                     $   1,671      $     965       $   4,765     $   2,207
    Straight-line rental income per share                        $    0.01      $    0.01       $    0.04     $    0.02

 Gains on outparcel sales                                        $   2,544      $      42       $  11,177     $   2,078
    Gains on outparcel sales per share                           $    0.02      $       -       $    0.10     $    0.02

 Amortization of acquired above- and below-market leases         $   2,186      $   1,139       $   4,629     $   2,381
    Amortization of acquired above- and below-market
        leases per share                                         $    0.02      $    0.01       $    0.04     $    0.02

 Amortization of debt premiums                                   $   1,948      $   1,584       $   5,605     $   3,720
    Amortization of debt premiums per share                      $    0.02      $    0.01       $    0.05     $    0.03

 Gain on sales of non operating properties                       $   1,288      $   1,313       $   2,509     $   1,313
    Gain on sales of non operating properties per share          $    0.01      $    0.01       $    0.02     $    0.01

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

                                     -MORE-

                                       6
<PAGE>
CBL Reports Third Quarter Results
Page 7
October 27, 2005

Same-Center Net Operating Income
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Three Months Ended           Nine Months Ended
                                                                          September 30,              September 30,
                                                                     -----------------------     -----------------------
                                                                        2005         2004           2005         2004
                                                                     ----------   ----------     ----------   ----------
<S>                                                                  <C>          <C>            <C>          <C>
Net income                                                           $  67,735    $  24,180      $ 129,173    $  84,909

Adjustments:
Depreciation and amortization                                           46,038       37,901        130,663      103,335
Depreciation and amortization from unconsolidated affiliates             2,207        1,862          6,127        4,605
Depreciation and amortization from discontinued operations                   -          125              -          470
Minority investors' share of depreciation and amortization in
   shopping center properties                                             (311)        (302)          (962)        (899)
Interest expense                                                        52,646       46,042        151,822      129,274
Interest expense from unconsolidated affiliates                          3,009        1,658          9,069        4,734
Interest expense from discontinued operations                                -            -              -           20
Minority investors' share of interest expense in
   shopping center properties                                             (390)        (348)        (1,160)      (1,049)
Loss on extinguishment of debt                                              44            -            928            -
Abandoned projects expense                                                 336        1,629            474        3,314
Gain on sales of real estate assets and management contracts           (68,104)      (1,522)       (75,200)     (26,302)
Loss on impairment of real estate assets                                     -            -            262            -
Gain on sales of real estate assets of unconsolidated affiliates          (227)           -         (2,850)        (592)
Minority interest in earnings of operating partnership                  49,455       16,624         87,176       59,498
(Gain) loss on discontinued operations                                      (2)        (325)           84          (845)
                                                                     ----------   ----------     ----------   ----------
Operating partnership's share of total NOI                             152,436      127,524        435,606      360,472
General and administrative expenses                                     10,221        8,280         28,641       24,505
Management fees and non-property level revenues                        (12,270)      (4,886)       (24,973)     (12,697)
                                                                     ----------   ----------     ----------   ----------
Operating partnership's share of property NOI                          150,387      130,918        439,274      372,280
NOI of non-comparable centers                                          (30,016)     (17,811)       (78,121)     (34,289)
                                                                     ----------   ----------     ----------   ----------
Total same center NOI                                                $ 120,371    $ 113,107      $ 361,153    $ 337,991
                                                                     ==========   ==========     ==========   =========

Malls                                                                $ 111,212    $ 103,873      $ 333,172    $ 310,455
Associated centers                                                       5,424        5,163         16,519       16,540
Community centers                                                        1,627        2,316          4,976        4,693
Other                                                                    2,108        1,755          6,486        6,303
                                                                     ----------   ----------     ----------   ----------
Total same center NOI                                                $ 120,371    $ 113,107      $ 361,153    $ 337,991
                                                                     ==========   ==========     ==========   =========

Percentage Change:
Malls                                                                      7.1%                        7.3%
Associated centers                                                         5.1%                       -0.1%
Community centers                                                        -29.7%                        6.0%
Other                                                                     20.1%                        2.9%
                                                                     ----------                  ----------
Total same center NOI                                                      6.4%                        6.9%
                                                                     ==========                  ==========
</TABLE>

                                     -MORE-

                                       7
<PAGE>
CBL Reports Third Quarter Results
Page 8
October 27, 2005


Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                    September 30, 2005
                                                                   ----------------------------------------------------
                                                                      Fixed Rate       Variable Rate       Total
                                                                   ------------------ --------------  -----------------
<S>                                                                      <C>              <C>              <C>
Consolidated debt                                                        $ 2,710,984      $ 953,102        $ 3,664,086
Minority investors' share of consolidated debt                               (52,168)             -            (52,168)
Company's share of unconsolidated affiliates' debt                           116,637         26,600            143,237
                                                                   ------------------ --------------  -----------------
Company's share of consolidated and unconsolidated debt                  $ 2,775,453      $ 979,702        $ 3,755,155
                                                                   ================== ==============  =================
Weighted average interest rate                                                 6.37%          4.81%              5.96%
                                                                   ================== ==============  =================

                                                                                     September 30, 2004
                                                                   ----------------------------------------------------
                                                                      Fixed Rate       Variable Rate       Total
                                                                   ------------------ --------------  -----------------
Consolidated debt                                                        $ 2,489,892      $ 804,656        $ 3,294,548
Minority investors' share of consolidated debt                               (53,144)             -            (53,144)
Company's share of unconsolidated affiliates' debt                           118,588         58,174            176,762
                                                                   ------------------ --------------  -----------------
Company's share of consolidated and unconsolidated debt                  $ 2,555,336      $ 862,830        $ 3,418,166
                                                                   ================== ==============  =================
Weighted average interest rate                                                 6.46%          2.83%              5.54%
                                                                   ================== ==============  =================

</TABLE>

Debt-To-Total-Market Capitalization Ratio as of September 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                                 115,338     $ 40.99           $44,727,705
8.75% Series B Cumulative Redeemable Preferred Stock                           2,000     $ 50.00            50.100,000
7.75% Series C Cumulative Redeemable Preferred Stock                             460     $ 250.00          250.115,000
7.375% Series D Cumulative Redeemable Preferred Stock                            700     $ 250.00          250.175,000
                                                                                                      -----------------
Total market equity                                                                                          5,117,705
Company's share of total debt                                                                                3,755,155
                                                                                                      -----------------
Total market capitalization                                                                                $ 8,872,860
                                                                                                      =================
Debt-to-total-market capitalization ratio                                                                        42.3%
                                                                                                      =================
<FN>
(1) Stock price for common  stock and  operating  partnership  units  equals the
closing price of the common stock on September 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                 Nine Months Ended
                                                             September 30,                      September 30,
                                                   ---------------------------------- ---------------------------------
2005:                                                  Basic            Diluted           Basic           Diluted
                                                   --------------  ------------------ --------------  -----------------
<S>                                                       <C>                 <C>            <C>                <C>
Weighted average shares - EPS                             62,940              65,253         62,693             64,973
Weighted average operating partnership units              51,797              51,797         51,504             51,504
                                                   --------------  ------------------ --------------  -----------------
Weighted average shares- FFO                             114,737             117,050        114,197            116,477
                                                   ==============  ================== ==============  =================

2004:
Weighted average shares - EPS                             61,540              63,966         61,130             63,554
Weighted average operating partnership units              51,708              51,708         50,768             50,768
                                                   --------------  ------------------ --------------  -----------------
Weighted average shares- FFO                             113,248             115,674        111,898            114,322
                                                   ==============  ================== ==============  =================


Dividend Payout Ratio                                      Three Months Ended                 Nine Months Ended
                                                             September 30,                      September 30,
                                                   ---------------------------------- ---------------------------------
                                                       2005              2004             2005              2004
                                                   --------------  ------------------ --------------  -----------------
Weighted average dividend per share                     $ 0.4111            $ 0.3664       $ 1.2291           $ 1.0956
FFO per diluted, fully converted share                    $ 0.98              $ 0.65         $ 2.46             $ 1.87
                                                   --------------  ------------------ --------------  -----------------
Dividend payout ratio                                      41.9%               56.4%          50.0%              58.6%
                                                   ==============  ================== ==============  =================
</TABLE>

                                     -MORE-

                                       8
<PAGE>

CBL Reports Third Quarter Results
Page 9
October 27, 2005

Consolidated Balance Sheets
(Preliminary and unaudited,  in thousands)
<TABLE>
<CAPTION>
                                                               September 30,    December 31,
                                                                   2005            2004
                                                               -------------   -------------
 ASSETS
 Real estate assets:
<S>                                                            <C>             <C>
 Land                                                          $   702,250     $   659,782
 Buildings and improvements                                      5,066,292       4,670,462
                                                               -------------   -------------
                                                                 5,768,542       5,330,244
 Less: accumulated depreciation                                   (683,390)       (575,464)
                                                               -------------   -------------
                                                                 5,085,152       4,754,780
 Real estate assets held for sale                                        -          61,607
 Developments in progress                                          216,318          78,393
                                                               -------------   -------------
 Net investment in real estate assets                            5,301,470       4,894,780
 Cash and cash equivalents                                          36,802          25,766
 Receivables:
 Tenant, net of allowance                                           41,232          38,409
 Other                                                               3,915          13,706
 Mortgage notes receivable                                          18,104          27,804
 Investment in unconsolidated affiliates                            80,059          84,782
 Other assets                                                      140,507         119,253
                                                               -------------   -------------
                                                               $ 5,622,089     $ 5,204,500
                                                               =============   =============
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Mortgage and other notes payable                              $ 3,664,086     $ 3,359,466
 Mortgage notes payable on real estate assets held for sale              -          12,213
 Accounts payable and accrued liabilities                          247,273         212,064
                                                               -------------   -------------
 Total liabilities                                               3,911,359       3,583,743
                                                               -------------   -------------
 Commitments and contingencies
 Minority interests                                                606,179         566,606
                                                               -------------   -------------
 Shareholders' equity:
 Preferred stock, $.01 par value                                        32              32
 Common stock, $.01 par value                                          636             626
 Additional paid-in capital                                      1,052,988       1,025,479
 Deferred compensation                                              (9,691)         (3,081)
 Comprehensive income                                                  310               -
 Retained earnings                                                  60,276          31,095
                                                               -------------   -------------
 Total shareholders' equity                                      1,104,551       1,054,151
                                                               -------------   -------------
                                                               $ 5,622,089     $ 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 a complete
balance sheet as of September 30, 2005.
</FN>
</TABLE>
                                     -END-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>conferencecallscript.txt
<DESCRIPTION>EXHIBIT 99.2 CONF. CALL SCRIPT
<TEXT>
                                                                    Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.
CONFERENCE CALL, THIRD QUARTER
OCTOBER 28, 2005 @ 10:00 AM EDT

Stephen:

Thank you and good morning. We appreciate your participation in CBL & Associates
Properties Inc., conference call to discuss third quarter 2005 results.  Joining
me today is John Foy, the Company's Chief Financial Officer and Katie Reinsmidt,
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 or owned in partnerships
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 past few months have been full of  challenges  for our country.  With severe
hurricanes,  large spikes in oil prices, and talk of higher deficits to fund the
relief and rebuilding  effort for the effected  cities,  the future state of the
economy is the hot topic.  Consumers  have been  inundated  with  predictions of
inflation as well as fears of rising interest rates.  How does this translate to
CBL and the company's future growth prospects?

In conducting  our  day-to-day  operations,  what we have seen over the past few
months is continued  strengthening  of our business and even  improvement due to
the healthy status of retailers. Compared with prior years, there have been only
a moderate amount of retailer bankruptcies and closing announcements,  and those
that were  announced  have been  immaterial.  Retailers  continue  with  healthy
expansion plans and a steady supply of new store concepts.  Our leasing managers
are receiving positive responses for our new developments,  expansions,  as well
as existing properties.  Despite reports of declining consumer sentiment, we are
seeing positive same store sales numbers and continued consumer spending.

Our third  quarter  results  reinforce  our  positive  outlook.  In spite of the
challenges we again achieved double-digit FFO growth, same store sales growth of
3.3% and same  store NOI growth of 6.4%.  As a result of our  strong  growth our
Board has  declared a  substantial  increase of 12.6% to our common  dividend as
well as a special  one-time  $0.09 per common  share  dividend.  We have already
announced  approximately 2.9 million square feet of new developments  opening in
2006  and  beyond  and  we  have a  number  of  exciting  new  developments  and
renovations  that are in various  stages of  predevelopment.  With strong  third
quarter  results,  a healthy  development  pipeline,  and over $900  million  in
acquisitions and operating joint venture  partnerships  announced for this year,
we can't help but continue to be optimistic about our future growth.

DEVELOPMENT:

We held several grand opening  celebrations in the past few months including the
October 6th grand opening of Southaven  Towne Center in Southaven,  MS,  located
just south of Memphis,  TN. This  development  is a huge success and opened 100%
leased  and  committed.  The  retailer  reports  since  the  opening  have  been
overwhelmingly  positive, with sales exceeding  expectations.  Encouraged by the
strong response we have received from retailers and consumers,  we are exploring
additional phases for this development with big boxes and other retailers.

                                       2
<PAGE>

In September,  we held the grand opening celebration for Chicopee Marketplace in
Chicopee,  MA, a 156,000  square  foot  development  spearheaded  by our  Boston
office.  Anchored by Staples and Marshall's,  this community  center opened over
98% leased and committed.

The grand  opening of the  445,000  square  foot first  phase of Gulf Coast Town
Center in Ft. Myers, FL, our joint venture development with The Jacobs Group, is
scheduled for November 3rd. The first phase includes Super Target,  Babies R Us,
Linens N' Things, Joann's Fabrics, Kirklands,  Staples, Petco, and a 16 - screen
Regal Cinema, which is scheduled to open in January.  Phase Two, currently under
construction,  will offer approximately 743,000 square feet of retail as well as
two Marriott branded hotels. Retailers opening in Phase Two include the region's
first Bass Pro Shop, JCPenney,  Belk, Ross Dress For Less, approximately 220,000
square feet of open-air small shop space, and numerous restaurants. We expect to
open Phase Two in the fourth quarter of 2006.

Cobblestone  Village at Royal  Palm,  a 225,000  square  foot  community  center
development  in Royal Palm  Beach,  FL is  currently  94% leased and  committed.
Anchored  by Target,  which  opened in October of last year,  the small shops in
Phase I will open by the end of the year and Phase II shops are expected to open
in the first half of next year.

Fortunately,  damage to bothFt.  Myers and Royal Palm from  Hurricane  Wilma was
minimal.

Construction on Lakeview Point, our 205,000 square foot open-air  development in
Stillwater,  OK, began this month.  A 58,000 square foot Belk  department  store
anchors  the  development,  which is  currently  75%  leased and  committed.  We
anticipate opening Lakeview Point in Fall 2006.

Fayette Mall in Lexington,  KY recently celebrated its grand re-opening with the
completion of its multi-million  dollar renovation and expansion.  The expansion
included the addition of a 75,000 square foot,  two-level  Dick's Sporting Goods
as well as approximately  53,000 square feet of shops,  which are 80% leased and
committed.

Additionally,  we started  construction of Phase One of The Plaza at Fayette,  a
200,000 square foot associated center adjacent to Fayette Mall. Phase One of the
project will include a 59,000 square foot 16-screen Cinemark Theater, small shop
space and several restaurants.  This $14 million project will open in Fall 2006.
Phase Two will follow in 2007.

We are also in the process of renovating  CoolSprings Galleria in Nashville,  TN
and  expect to begin the  renovation  of  Madison  Square in  Huntsville,  AL in
January of the coming year. We have plans to renovate a total of five additional
malls in 2006 and expect to announce details in the coming months. The

                                       3
<PAGE>

completion of the CoolSprings renovation is scheduled for Spring 2006 and
Madison Square is scheduled for completion in Fall 2006.

LEASING:

We have  achieved  more than  550,000  square  feet of leasing  in the  quarter,
including  221,000  square feet of new leases and 331,000 square feet of renewal
leases.  This  compares  with  626,000  square feet  completed in the prior year
period  with  192,000  square  feet of new leases  and  434,000  square  feet of
renewals. Both periods exclude centers sold to Galileo.

Leases for both same space and  non-comparable  space of 20,000  square feet and
less were signed at an average  increase of 11.9% over the average base rent per
square foot of expiring leases in the quarter.

For the quarter,  leases for the same small shop space of 20,000 square feet and
less, were signed at an average  increase of 5.8% over the average base rent per
square foot in the prior leases.

Total  portfolio  occupancy as of September  30, 2005  increased 90 bps to 93.3%
from 92.4% at September  30, 2004.  Stabilized  mall  occupancy at September 30,
2005 was 93.2%, a 50 basis point increase from 92.7%  occupancy at September 30,
2004. Occupancy in the associated centers increased 410 basis points to 94.5% as
of September 30, 2005.

The effect of bankruptcies  remains limited this year. For the nine-months ended
September  30, 2005,  17 stores closed due to  bankruptcy,  representing  37,000
square feet and $867,000 in annual gross rent.

RETAIL SALES

Same store sales in the  nine-months  ended  September 30, 2005 for mall tenants
10,000 square feet or less in  stabilized  malls  increased  3.3% over the prior
year.

Occupancy  costs as a  percent  of sales was  13.5%  for the  nine-months  ended
September 30, 2005 as compared  with 13.7% for the prior year period.  Occupancy
cost is typically  higher in the interim period as a higher  percentage of sales
occurs in the fourth quarter.

I will now turn the call over to John for an update on our  acquisitions and our
financial review.

JOHN:

Thank you, Stephen.

                                       4
<PAGE>


ACQUISITIONS:

Since going public in October of 1993 we have  established  an impressive  track
record of producing  strong results for our  shareholders.  This is evidenced by
our consistent double-digit FFO growth, dividend increases and other measures. A
portion  of  this  success  is due to  our  ability  to  make  smart,  accretive
investments in acquisitions  that present  opportunities  for both near and long
term income growth.  We maintain that the  acquisition is just the first step in
the process and that a significant amount of growth can be garnered from a smart
and  strategic   leasing,   specialty   leasing,   marketing,   development  and
redevelopment  plan.  We felt  that it was  important  to  share  with you a few
examples  of  the  kind  of  results  we  have  generated  within  our  acquired
properties.  In late  2003/early  2004 we  acquired  six malls  from  affiliates
advised by the Faison Group.  The malls were acquired at a weighted  average cap
rate, based on income in-place, of 8.0%. As a result of developments,  lease-up,
specialty  leasing,  and other  sources of income  growth,  we have improved the
returns on those acquisitions an average of nearly 100 bps and we are continuing
to look at additional ways to further enhance those  properties.  Another strong
example of our ability to increase returns is the Jacob's  portfolio we acquired
in 2001. Since the  acquisition,  we have invested over $200 million in property
renovations and expansions for a number of the former-Jacob's malls. As a result
of these investments,  lease-up, and other revenue enhancing activities, we have
increased  the  return an average  of 150 bps since  acquisition  for the entire
21-mall portfolio.  We still have a great deal of opportunities  available to us
within the portfolio to increase  value and expect to harvest  these  additional
increases through renovations, expansions and other income sources.

Earlier this month we  announced  that we entered into an agreement to acquire a
portfolio of three malls for approximately $517.0 million at an initial cap rate
of 5.7% based on income in-place after management fees and structural  reserves.
The  malls  include  Oak  Park  Mall in  Overland  Park,  KS;  Eastland  Mall in
Bloomington,  IL;  and  Hickory  Point  Mall in  Forsyth,  IL.  This  three-mall
portfolio represents an excellent addition to the CBL portfolio and offers ample
opportunities  to improve  returns.  Both Hickory  Point and Eastland  have land
available  for  a  future  expansion,  associated  center,  outparcel  sales  or
development.  Oak Park Mall is one of the Country's premier malls located in the
Kansas City suburb of  Overland  Park,  KS. The  property  offers many  untapped
revenue sources including specialty leasing, sponsorships,  rollover leasing, as
well as expansion or redevelopment  potential. We expect to do great things with
these malls and believe they offer much potential for near and long-term growth.

Also, this week we announced that we had entered into a contract to form a 50/50
joint  venture  with  The  Jacobs  Group to own  Triangle  Town  Center  and its
associated  properties  in  Raleigh,  NC. The joint  venture is valued at $283.5
million. We will not make any initial capital contribution to the joint venture


                                       5
<PAGE>

with the equity being  equalized  between the partners  through  refinancing and
property cash flow distributions.  We are excited to once again partner with The
Jacobs Group.  Triangle Town Center is a premier  shopping  center that includes
both an open-air lifestyle and restaurant component and an associated center.

FINANCIAL REVIEW:

During the third quarter 2005, FFO per share  increased 50.8% to $0.98 per share
from  $0.65  per share in the  prior  year  period.  For the  nine-months  ended
September  30, 2005,  FFO per share  increased  31.6% to $2.46 from $1.87 in the
prior year period. FFO per share for the quarter and nine-months ended September
30, 2005  included  approximately  $30.0  million or $0.26 per share in one-time
gains and fee income resulting from the recent transaction with Galileo America,
LLC. For the third  quarter,  34.9% of the increase in FFO was  attributable  to
internal sources and 65.1% from external sources.

Additional highlights in the quarter included:

     o    Same  center  NOI  increased  6.4%  for  the  quarter,  and  6.9%  for
          nine-months  ended September 30, 2005. In the third quarter of 2005 we
          recognized  a reduction of $2.0 million for bad debt expense and other
          charges  against  revenues  compared  to an expense of $500,000 in the
          third quarter 2004.  This provided a $2.5 million  positive  variance.
          Additionally,  we received  $500,000 more in  termination  fees in the
          third  quarter 2005 than we received in the prior year  period.  We do
          not budget for lease termination fees.

     o    G&A represented  approximately  4.6% of total revenues,  compared with
          4.3% in the prior year period.  Third  quarter G&A included a one-time
          cost of $1.3  million  for  severance  expense  related to the Galileo
          transaction.

     o    Our cost  recovery  ratio was 102.0%  for the  quarter  compared  with
          102.9% in the prior year period.

     o    Our debt-to-total  market  capitalization ratio was 42.3% at September
          30, 2005  compared  with 48.2% at the close of the prior year  period.
          Variable rate debt represented approximately 11.0% of the total market
          capitalization  at quarter-end and 26.1% of total debt.  Approximately
          $216 million of the nearly $980 million in total variable rate debt is
          comprised of  construction  and  predevelopment  costs that are funded
          through  our  lines  of  credit.  In  order  to  maintain  our  active
          development  pipeline,  we expect our level of variable rate debt will
          remain in the 20% range.

     o    Our EBITDA to interest  coverage ratio at quarter-end  was 2.83 times,
          compared with 2.73 times for the prior year period.

     o    Outparcel  sales were $0.02 in the quarter  compared  with none in the
          prior year period and $0.10 for the nine months  ended  September  30,
          2005 as compared with $0.02 for the prior year period.

                                       6
<PAGE>

We were  pleased to announce  yesterday a 12.6%  increase in our regular  common
dividend  to  $1.83  per  share,   representing   the  4th  consecutive   annual
double-digit  increase in our  dividend.  Including  this latest  increase,  our
Compound  Annual  Dividend  Growth Rate from 2002 through  2005 is 13.1%.  As we
continue to bump up against our net taxable income distribution requirement,  it
will typically grow in-line with FFO growth.  In light of this, we would hope to
continue to provide these types of increases to our shareholders.  Additionally,
we were  pleased to announce a special  one-time  dividend of $0.09 this quarter
resulting  from an increase in taxable gains from the sale of the management and
advisory contracts with Galileo.

GUIDANCE UPDATE:

As  indicated  in our  press  release,  we are  updating  our 2005 FFO per share
guidance range to account for third quarter results and other recently announced
transactions.  Our new FFO guidance  range of $3.33 to $3.37 per share  excludes
the impact of any future unannounced acquisitions, lease termination fee income,
gains on sales of outparcels, and gains on sales of non-operating properties. In
light of the  unusually  high same center NOI in fourth  quarter 2004, we expect
fourth  quarter  2005 NOI growth will be in the 1.0% range,  while full year NOI
growth  is  expected  to be in the  range  of 4.5%  to  5.5%.  Additionally,  as
previously  announced we will record $5.4 million in  prepayment  penalties  and
write-off  of  unamortized  deferred  financing  costs as a result of our recent
refinancing  activity.  This  has  been  incorporated  into  our  guidance.  The
refinancings  provide us with approximately  $160.0 million in net proceeds.  We
expect to provide guidance for 2006 when we report fourth quarter results.

CONCLUSION:

Before we take questions we would like to make a few comments on our outlook for
the remainder of the year. With the holiday shopping season quickly approaching,
our malls are busy preparing for another eventful holiday season.  ICSC recently
issued  their  holiday  sales  outlook  indicating  that the  continued  healthy
momentum of consumer  spending  should deliver a reasonably  good holiday season
for retailers.  The report stated that  same-store  retail sales could be in the
3-3.5% range for the November through January shopping season and that, overall,
the season should  produce  results  similar to last year's.  So farl this year,
retailers have maintained financial strength and are entering the holiday season
on a sturdy  foundation.  Our outlook for the remainder of 2005  continues to be
favorable  as we focus on  maintaining  our growth and  producing  value for our
shareholders.

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 Nine Months Ended September 30, 2005


Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                Three Months Ended           Nine Months Ended
                                                                   September 30,                September 30,
                                                              -----------------------------------------------------
                                                                 2005          2004           2005          2004
                                                              ----------    ----------     ----------    ----------
 REVENUES:
<S>                                                           <C>           <C>            <C>           <C>
 Minimum rents                                                $ 136,676     $ 120,859      $ 394,485     $ 342,796
 Percentage rents                                                 3,114         2,290         12,972        10,447
 Other rents                                                      2,400         2,084          8,320         7,326
 Tenant reimbursements                                           65,498        60,032        184,598       158,551
 Management, development and leasing fees                        11,109         2,868         17,927         6,379
 Other                                                            5,372         5,503         15,768        15,799
                                                              ----------    ----------     ----------    ----------
 Total revenues                                                 224,169       193,636        634,070       541,298
                                                              ----------    ----------     ----------    ----------

 EXPENSES:
 Property operating                                              35,513        31,642         95,539        85,637
 Depreciation and amortization                                   46,038        37,901        130,663       103,335
 Real estate taxes                                               16,283        15,407         47,626        42,582
 Maintenance and repairs                                         12,402        11,283         36,673        31,650
 General and administrative                                      10,221         8,280         28,641        24,505
 Loss on impairment of real estate assets                             -             -            262             -
 Other                                                            3,769         5,681         10,256        13,636
                                                              ----------    ----------     ----------    ----------
 Total expenses                                                 124,226       110,194        349,660       301,345
                                                              ----------    ----------     ----------    ----------
 Income from operations                                          99,943        83,442        284,410       239,953
 Interest income                                                  1,937           836          6,214         2,422
 Interest expense                                               (52,646)      (46,042)      (151,822)     (129,274)
 Loss on extinguishment of debt                                     (44)            -           (928)            -
 Gain on sales of real estate assets                             46,485         1,522         53,581        26,302
 Gain on sales of management contracts                           21,619             -         21,619             -
 Equity in earnings of unconsolidated affiliates                    995         1,407          6,769         6,953
 Minority interest in earnings:
 Operating partnership                                          (49,455)      (16,624)       (87,176)      (59,498)
 Shopping center properties                                      (1,086)         (974)        (3,661)       (4,034)
                                                              ----------    ----------     ----------    ----------
 Income before discontinued operations                           67,748        23,567        129,006        82,824
 Operating income (loss) of discontinued operations                 (15)          288            251         1,240
 Gain (loss) on discontinued operations                               2           325            (84)          845
                                                              ----------    ----------     ----------    ----------
 Net income                                                      67,735        24,180        129,173        84,909
 Preferred dividends                                             (7,642)       (4,416)       (22,926)      (13,248)
                                                              ----------    ----------     ----------    ----------
 Net income available to common shareholders                  $  60,093     $  19,764      $ 106,247     $  71,661
                                                              ==========    ==========     ==========    ==========
 Basic per share data:
 Income before discontinued operations,
    net of preferred dividends                                $    0.95     $    0.31      $    1.69     $    1.14
 Discontinued operations                                              -          0.01              -          0.03
                                                              ----------    ----------     ----------    ----------
 Net income available to common shareholders                  $    0.95     $    0.32      $    1.69     $    1.17
                                                              ==========    ==========     ==========    ==========
 Weighted average common shares outstanding                      62,940        61,540         62,693        61,130

 Diluted per share data:
 Income before discontinued operations,
    net of preferred dividends                                $    0.92     $    0.30      $    1.63     $    1.09
 Discontinued operations                                              -          0.01           0.01          0.04
                                                              ----------    ----------     ----------    ----------
 Net income available to common shareholders                  $    0.92     $    0.31      $    1.64     $    1.13
                                                              ==========    ==========     ==========    ==========
 Weighted average common and potential dilutive
 common shares outstanding                                       65,253        63,966         64,973        63,554
</TABLE>

                                       1
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005


The Company's calculation of FFO is as follows (in thousands, except per share
data):
<TABLE>
<CAPTION>
                                                                    Three Months Ended           Nine Months Ended
                                                                      September 30,                September 30,
                                                                 -------------------------    --------------------------
                                                                    2005           2004            2005          2004
                                                                 ----------     ----------      ----------    ----------

<S>                                                              <C>            <C>             <C>           <C>
 Net income available to common shareholders                     $  60,093      $  19,764       $ 106,247     $  71,661
 Add:
 Depreciation and amortization from consolidated properties         46,038         37,901         130,663       103,335
 Depreciation and amortization from unconsolidated affiliates        2,207          1,862           6,127         4,605
 Depreciation and amortization from discontinued operations              -            125               -           470
 Minority interest in earnings of operating partnership             49,455         16,624          87,176        59,498
 Less:
 Gain on sales of operating real estate assets                     (42,882)          (200)        (42,708)      (23,765)
 Minority investors' share of depreciation and amortization           (311)          (302)           (962)         (899)
 (Gain) loss on discontinued operations                                 (2)          (325)             84          (845)
 Depreciation and amortization of non-real estate assets              (188)          (214)           (553)         (427)
                                                                 ----------     ----------      ----------    ----------
 Funds from operations                                           $ 114,410      $  75,235       $ 286,074     $ 213,633
                                                                 ==========     ==========      ==========    ==========

 Funds from operations applicable to Company shareholders        $  62,761      $  40,883       $ 157,052     $ 116,708
                                                                 ==========     ==========      ==========    ==========
 Basic per share data:
 Funds from operations                                           $    1.00      $    0.66       $    2.51     $    1.91
                                                                 ==========     ==========      ==========    ==========
Weighted average common shares outstanding with operating
    partnership units fully converted                              114,737        113,248         114,197       111,898
 Diluted per share data:
 Funds from operations                                           $    0.98      $    0.65       $    2.46     $    1.87
                                                                 ==========     ==========      ==========    ==========
Weighted average common and potential dilutive common shares
   outstanding with operating partnership units fully converted    117,050        115,674         116,477       114,322

 SUPPLEMENTAL FFO INFORMATION:

 Lease termination fees                                          $   1,221      $     736       $   3,648     $   3,336
    Lease termination fees per share                             $    0.01      $    0.01       $    0.03     $    0.03

 Straight-line rental income                                     $   1,671      $     965       $   4,765     $   2,207
    Straight-line rental income per share                        $    0.01      $    0.01       $    0.04     $    0.02

 Gains on outparcel sales                                        $   2,544      $      42       $  11,177     $   2,078
    Gains on outparcel sales per share                           $    0.02      $       -       $    0.10     $    0.02

 Amortization of acquired above- and below-market leases         $   2,186      $   1,139       $   4,629     $   2,381
    Amortization of acquired above- and below-market
        leases per share                                         $    0.02      $    0.01       $    0.04     $    0.02

 Amortization of debt premiums                                   $   1,948      $   1,584       $   5,605     $   3,720
    Amortization of debt premiums per share                      $    0.02      $    0.01       $    0.05     $    0.03

 Gain on sales of non operating properties                       $   1,288      $   1,313       $   2,509     $   1,313
    Gain on sales of non operating properties per share          $    0.01      $    0.01       $    0.02     $    0.01

 Loss on impairment of real estate assets                        $       -      $       -       $    (262)    $       -
    Loss on impairment of real estate assets per share           $       -      $       -       $       -     $       -
</TABLE>
                                       2
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005

Same-Center Net Operating Income
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Three Months Ended           Nine Months Ended
                                                                          September 30,              September 30,
                                                                     -----------------------     -----------------------
                                                                        2005         2004           2005         2004
                                                                     ----------   ----------     ----------   ----------
<S>                                                                  <C>          <C>            <C>          <C>
Net income                                                           $  67,735    $  24,180      $ 129,173    $  84,909

Adjustments:
Depreciation and amortization                                           46,038       37,901        130,663      103,335
Depreciation and amortization from unconsolidated affiliates             2,207        1,862          6,127        4,605
Depreciation and amortization from discontinued operations                   -          125              -          470
Minority investors' share of depreciation and amortization in
   shopping center properties                                             (311)        (302)          (962)        (899)
Interest expense                                                        52,646       46,042        151,822      129,274
Interest expense from unconsolidated affiliates                          3,009        1,658          9,069        4,734
Interest expense from discontinued operations                                -            -              -           20
Minority investors' share of interest expense in
   shopping center properties                                             (390)        (348)        (1,160)      (1,049)
Loss on extinguishment of debt                                              44            -            928            -
Abandoned projects expense                                                 336        1,629            474        3,314
Gain on sales of real estate assets and management contracts           (68,104)      (1,522)       (75,200)     (26,302)
Loss on impairment of real estate assets                                     -            -            262            -
Gain on sales of real estate assets of unconsolidated affiliates          (227)           -         (2,850)        (592)
Minority interest in earnings of operating partnership                  49,455       16,624         87,176       59,498
(Gain) loss on discontinued operations                                      (2)        (325)           84          (845)
                                                                     ----------   ----------     ----------   ----------
Operating partnership's share of total NOI                             152,436      127,524        435,606      360,472
General and administrative expenses                                     10,221        8,280         28,641       24,505
Management fees and non-property level revenues                        (12,270)      (4,886)       (24,973)     (12,697)
                                                                     ----------   ----------     ----------   ----------
Operating partnership's share of property NOI                          150,387      130,918        439,274      372,280
NOI of non-comparable centers                                          (30,016)     (17,811)       (78,121)     (34,289)
                                                                     ----------   ----------     ----------   ----------
Total same center NOI                                                $ 120,371    $ 113,107      $ 361,153    $ 337,991
                                                                     ==========   ==========     ==========   =========

Malls                                                                $ 111,212    $ 103,873      $ 333,172    $ 310,455
Associated centers                                                       5,424        5,163         16,519       16,540
Community centers                                                        1,627        2,316          4,976        4,693
Other                                                                    2,108        1,755          6,486        6,303
                                                                     ----------   ----------     ----------   ----------
Total same center NOI                                                $ 120,371    $ 113,107      $ 361,153    $ 337,991
                                                                     ==========   ==========     ==========   =========

Percentage Change:
Malls                                                                      7.1%                        7.3%
Associated centers                                                         5.1%                       -0.1%
Community centers                                                        -29.7%                        6.0%
Other                                                                     20.1%                        2.9%
                                                                     ----------                  ----------
Total same center NOI                                                      6.4%                        6.9%
                                                                     ==========                  ==========
</TABLE>

                                       3
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                    September 30, 2005
                                                                   ----------------------------------------------------
                                                                      Fixed Rate       Variable Rate       Total
                                                                   ------------------ --------------  -----------------
<S>                                                                      <C>              <C>              <C>
Consolidated debt                                                        $ 2,710,984      $ 953,102        $ 3,664,086
Minority investors' share of consolidated debt                               (52,168)             -            (52,168)
Company's share of unconsolidated affiliates' debt                           116,637         26,600            143,237
                                                                   ------------------ --------------  -----------------
Company's share of consolidated and unconsolidated debt                  $ 2,775,453      $ 979,702        $ 3,755,155
                                                                   ================== ==============  =================
Weighted average interest rate                                                 6.37%          4.81%              5.96%
                                                                   ================== ==============  =================

                                                                                     September 30, 2004
                                                                   ----------------------------------------------------
                                                                      Fixed Rate       Variable Rate       Total
                                                                   ------------------ --------------  -----------------
Consolidated debt                                                        $ 2,489,892      $ 804,656        $ 3,294,548
Minority investors' share of consolidated debt                               (53,144)             -            (53,144)
Company's share of unconsolidated affiliates' debt                           118,588         58,174            176,762
                                                                   ------------------ --------------  -----------------
Company's share of consolidated and unconsolidated debt                  $ 2,555,336      $ 862,830        $ 3,418,166
                                                                   ================== ==============  =================
Weighted average interest rate                                                 6.46%          2.83%              5.54%
                                                                   ================== ==============  =================

</TABLE>

Debt-To-Total-Market Capitalization Ratio as of September 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                                 115,338     $ 40.99           $44,727,705
8.75% Series B Cumulative Redeemable Preferred Stock                           2,000     $ 50.00            50.100,000
7.75% Series C Cumulative Redeemable Preferred Stock                             460     $ 250.00          250.115,000
7.375% Series D Cumulative Redeemable Preferred Stock                            700     $ 250.00          250.175,000
                                                                                                      -----------------
Total market equity                                                                                          5,117,705
Company's share of total debt                                                                                3,755,155
                                                                                                      -----------------
Total market capitalization                                                                                $ 8,872,860
                                                                                                      =================
Debt-to-total-market capitalization ratio                                                                        42.3%
                                                                                                      =================
<FN>
(1) Stock price for common  stock and  operating  partnership  units  equals the
closing price of the common stock on September 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                 Nine Months Ended
                                                             September 30,                      September 30,
                                                   ---------------------------------- ---------------------------------
2005:                                                  Basic            Diluted           Basic           Diluted
                                                   --------------  ------------------ --------------  -----------------
<S>                                                       <C>                 <C>            <C>                <C>
Weighted average shares - EPS                             62,940              65,253         62,693             64,973
Weighted average operating partnership units              51,797              51,797         51,504             51,504
                                                   --------------  ------------------ --------------  -----------------
Weighted average shares- FFO                             114,737             117,050        114,197            116,477
                                                   ==============  ================== ==============  =================

2004:
Weighted average shares - EPS                             61,540              63,966         61,130             63,554
Weighted average operating partnership units              51,708              51,708         50,768             50,768
                                                   --------------  ------------------ --------------  -----------------
Weighted average shares- FFO                             113,248             115,674        111,898            114,322
                                                   ==============  ================== ==============  =================


Dividend Payout Ratio                                      Three Months Ended                 Nine Months Ended
                                                             September 30,                      September 30,
                                                   ---------------------------------- ---------------------------------
                                                       2005              2004             2005              2004
                                                   --------------  ------------------ --------------  -----------------
Weighted average dividend per share                     $ 0.4111            $ 0.3664       $ 1.2291           $ 1.0956
FFO per diluted, fully converted share                    $ 0.98              $ 0.65         $ 2.46             $ 1.87
                                                   --------------  ------------------ --------------  -----------------
Dividend payout ratio                                      41.9%               56.4%          50.0%              58.6%
                                                   ==============  ================== ==============  =================
</TABLE>


                                       4
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005

Consolidated Balance Sheets
(Preliminary and unaudited,  in thousands)
<TABLE>
<CAPTION>
                                                               September 30,    December 31,
                                                                   2005            2004
                                                               -------------   -------------
 ASSETS
 Real estate assets:
<S>                                                            <C>             <C>
 Land                                                          $   702,250     $   659,782
 Buildings and improvements                                      5,066,292       4,670,462
                                                               -------------   -------------
                                                                 5,768,542       5,330,244
 Less: accumulated depreciation                                   (683,390)       (575,464)
                                                               -------------   -------------
                                                                 5,085,152       4,754,780
 Real estate assets held for sale                                        -          61,607
 Developments in progress                                          216,318          78,393
                                                               -------------   -------------
 Net investment in real estate assets                            5,301,470       4,894,780
 Cash and cash equivalents                                          36,802          25,766
 Receivables:
 Tenant, net of allowance                                           41,232          38,409
 Other                                                               3,915          13,706
 Mortgage notes receivable                                          18,104          27,804
 Investment in unconsolidated affiliates                            80,059          84,782
 Other assets                                                      140,507         119,253
                                                               -------------   -------------
                                                               $ 5,622,089     $ 5,204,500
                                                               =============   =============
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Mortgage and other notes payable                              $ 3,664,086     $ 3,359,466
 Mortgage notes payable on real estate assets held for sale              -          12,213
 Accounts payable and accrued liabilities                          247,273         212,064
                                                               -------------   -------------
 Total liabilities                                               3,911,359       3,583,743
                                                               -------------   -------------
 Commitments and contingencies
 Minority interests                                                606,179         566,606
                                                               -------------   -------------
 Shareholders' equity:
 Preferred stock, $.01 par value                                        32              32
 Common stock, $.01 par value                                          636             626
 Additional paid-in capital                                      1,052,988       1,025,479
 Deferred compensation                                              (9,691)         (3,081)
 Comprehensive income                                                  310               -
 Retained earnings                                                  60,276          31,095
                                                               -------------   -------------
 Total shareholders' equity                                      1,104,551       1,054,151
                                                               -------------   -------------
                                                               $ 5,622,089     $ 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 a complete
balance sheet as of September 30, 2005.
</FN>
</TABLE>



                                       5
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 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     NinerMonths Ended
                                                                     September 30,         September 30,
                                                                ---------------------- ---------------------
                                                                   2005      2004       2005      2004
                                                                 ---------- ---------- ---------- ----------
EBITDA:
<S>                                                              <C>        <C>        <C>        <C>
Net Income                                                       $  67,735  $  24,180  $ 129,173  $  84,909

Adjustments:
Depreciation and amortization                                       46,038     37,901    130,663    103,335
Depreciation and amortization from unconsolidated affiliates         2,207      1,862      6,127      4,605
Depreciation and amortization from discontinued operations               -        125          -        470
Minority investors' share of depreciation and amortization in
   shopping center properties                                         (311)      (302)      (962)      (899)
Interest expense                                                    52,646     46,042    151,822    129,274
Interest expense from unconsolidated affiliates                      3,009      1,658      9,069      4,734
Interest expense from discontinued operations                            -          -          -         20
Minority investors' share of interest expense in
   shopping center properties                                         (390)      (348)    (1,160)    (1,049)
Income taxes                                                           369        307      1,671      1,573
Loss on extinguishment of debt                                          44          -        928          -
Loss on impairment of real estate assets                                 -          -        262          -
Abandoned projects expense                                             336      1,629        474      3,314
(Gain) loss on sales of operating real estate assets               (42,882)      (200)   (42,708)   (23,765)
(Gain) loss on sales management contracts                          (21,619)         -    (21,619)         -
Minority interest in earnings of operating partnership              49,455     16,624     87,176     59,498
(Gain) loss on discontinued operations                                  (2)      (325)        84       (845)
                                                                 ---------- ---------- ---------- ----------
Company's share of total EBITDA                                  $ 156,635  $ 129,153  $ 451,000  $ 365,174
                                                                 ========== ========== ========== ==========


Interest Expense:
Interest expense                                                 $  52,646  $  46,042  $ 151,822  $ 129,274
Interest expense from discontinued operations                            -          -          -         20
Interest expense from unconsolidated affiliates                      3,009      1,658      9,069      4,734
Minority investors' share of interest expense in
   shopping center properties                                         (390)      (348)    (1,160)    (1,049)
                                                                 ---------- ---------- ---------- ----------
Company's share of total interest expense                        $  55,265  $  47,352  $ 159,731  $ 132,979
                                                                 ========== ========== ========== ==========

Ratio of EBITDA to Interest Expense                                   2.83       2.73       2.82       2.75
                                                                 ========== ========== ========== ==========
</TABLE>
Reconciliation of EBITDA to Cash Flows Provided By Operating Activities
(In thousands)
<TABLE>
<CAPTION>
                                                                       Three Months Ended         Nine Months Ended
                                                                           September 30,            September 30,
                                                                       -----------------------------------------------
                                                                          2005        2004         2005        2004
                                                                       ----------  ----------   ----------  ----------

<S>                                                                    <C>         <C>          <C>         <C>
Company's share of total EBITDA                                        $ 156,635   $ 129,153    $ 451,000   $ 365,174
Interest expense                                                         (52,646)    (46,042)    (151,822)   (129,294)
Minority investors' share of interest expense in
   shopping center properties                                                390         348        1,160       1,049
Income taxes                                                                (369)       (307)      (1,671)     (1,573)
Amortization of deferred financing costs and non-real estate               2,296       1,855        5,695       5,273
   depreciation included in operating expense
Amortization of debt premiums                                             (1,921)     (1,544)      (5,506)     (3,601)
Amortization of above and below market leases                             (1,713)     (1,104)      (4,551)     (2,275)
Depreciation and interest expense from unconsolidated affiliates          (5,216)     (3,520)     (15,196)     (9,339)
Minority investors' share of depreciation and amortization in                311         302          962         899
       shopping center properties
Minority interest in earnings - shopping center properties                 1,086         974        3,661       4,034
Equity in earnings of unconsolidated affiliates                             (995)     (1,407)      (6,769)     (6,953)
Distributions of equity in earnings from unconsolidated affiliates         2,628       2,993        5,637       6,241
Gains on outparcel sales                                                  (3,603)     (1,322)     (10,873)     (2,848)
Accelerated  vesting of stock-based compensation                             736           -          736           -
Issuances of stock under incentive plan                                      474         154          850       1,422
Amortization of deferred compensation                                        199         197        1,273         454
Accrual of deferred compensation                                             408         112          659         342
Changes in operating assets and liabilities                               20,991        (152)      13,686        (475)
                                                                       ----------  ----------   ----------  ----------
Cash flows provided by operating activities                            $ 119,691    $ 80,690    $ 288,931   $ 228,530
                                                                       ==========  ==========   ==========  ==========
</TABLE>

                                       6
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005


New and Renewal Leasing Activity of Same Small Shop Space Less Than
20,000 Square Feet Excluding Junior Anchors
<TABLE>
<CAPTION>
                                                 New                        New
                      Square     Prior Base  Initial Base    % Change   Average Base   % Change
  Property Type        Feet       Rent PSF     Rent PSF      Initial      Rent PSF     Average
---------------    ------------- ----------- -------------  ----------  ------------- -----------
Quarter:
<S>                     <C>         <C>           <C>            <C>         <C>            <C>
Stabilized malls        465,697     $ 28.23       $ 28.89        2.3%        $ 29.70        5.2%
Associated centers       36,568       12.10         14.58       20.5%          15.03       24.2%
Community centers         7,500       19.45         19.88        2.2%          19.93        2.5%
Other                     1,335       13.24         14.19        7.2%          14.19        7.2%
TOTAL                   511,100     $ 26.91       $ 27.70        2.9%        $ 28.47        5.8%

Year To Date:
Stabilized malls      1,626,359     $ 25.57       $ 26.73        4.5%        $ 27.41        7.2%
Associated centers       85,901       13.11         16.27       24.1%          16.66       27.1%
Community centers        46,000       16.15         16.33        1.1%          16.36        1.3%
Other                     4,422       18.54         21.28       14.8%          21.72       17.2%
TOTAL                 1,762,682     $ 24.70       $ 25.94        5.0%        $ 26.58        7.6%
</TABLE>


Stabilized Mall Leasing Activity of Same Small Shop Space Less Than
20,000 Square Feet Excluding Junior Anchors
<TABLE>
<CAPTION>
                                                 New                        New
                      Square     Prior Base  Initial Base    % Change   Average Base   % Change
 Stabilized Malls      Feet       Rent PSF     Rent PSF      Initial      Rent PSF     Average
---------------    ------------- ----------- -------------  ----------  ------------- -----------
Quarter:
<S>                     <C>         <C>           <C>           <C>          <C>           <C>
New leases              158,851     $ 30.04       $ 33.21       10.6%        $ 34.89       16.1%
Renewal leases          306,846       27.29         26.66       -2.3%          27.01       -1.0%
TOTAL                   465,697     $ 28.23       $ 28.89        2.3%        $ 29.70        5.2%

Year To Date:
New leases              533,789     $ 26.65       $ 29.31       10.0%        $ 30.63       14.9%
Renewal leases        1,092,570       25.04         25.47        1.7%          25.83        3.2%
TOTAL                 1,626,359     $ 25.57       $ 26.73        4.5%        $ 27.41        7.2%
</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
                                 Leased       Scheduled     Expiring      Unscheduled  Expiring      and Unscheduled
                   Leased        Average Base Expiring      Average Base  Expiring     Average Base  Expiring Average
  Property Type    Square Feet   Rent PSF     Square Feet   Rent PSF      Square Feet  Rent PSF      Base Rent PSF
---------------    ------------- -----------  ------------- ------------  -----------  ------------  -------------------
Quarter:
<S>                     <C>         <C>           <C>         <C>            <C>         <C>                 <C>
Stabilized Malls        502,691     $ 29.65       340,563     $ 27.07        171,740     $ 25.43             11.8%
Associated centers       36,568       15.03        22,301       14.40         17,400       10.54             18.3%
Community centers         7,500       19.93         3,000       19.16          6,200       19.60              2.5%
Other                     5,176       17.76           878       13.20              -           -             34.6%
TOTAL                   551,935     $ 28.44       366,742     $ 26.20        195,340     $ 23.92             11.9%

Year To Date:
Stabilized Malls      1,797,529     $ 27.33     1,342,298     $ 25.60        630,758     $ 23.73              9.3%
Associated centers       90,251       16.52        68,102       14.78         31,490       14.52             12.4%
Community centers        54,450       15.06        32,650       12.91         16,631       14.70             11.4%
Other                     8,263       20.46         3,026       20.72          1,695       20.00              7.3%
TOTAL                 1,950,493     $ 26.46     1,446,076     $ 24.79        680,574     $ 23.07              9.2%
</TABLE>


                                       7
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005


Leasing Activity of Small Shop Space Less Than 20,000 Square Feet Excluding
Junior Anchors
<TABLE>
<CAPTION>
                           New Leases                    Renewal Leases           Total
                   ------------------------- -------------------------  -------------------------
                                   Average                  Average                    Average
                                    Base                      Base                       Base
                   Square Feet    Rent PSF   Square Feet    Rent PSF    Square Feet    Rent PSF
                   ------------- ----------- -------------  ----------  ------------- -----------
Quarter:
<S>                     <C>         <C>           <C>         <C>            <C>         <C>
Stabilized Malls        195,845     $ 33.78       306,846     $ 27.01        502,691     $ 29.65
Associated centers       15,317       16.38        21,251       14.06         36,568       15.03
Community centers         4,500       20.44         3,000       19.16          7,500       19.93
Other                     5,176       17.76             -           -          5,176       17.76
TOTAL                   220,838     $ 31.93       331,097     $ 26.11        551,935     $ 28.44

Year To Date:
Stabilized Malls        704,959     $ 29.64     1,092,570     $ 25.83      1,797,529     $ 27.33
Associated centers       48,627       17.53        41,624       15.35         90,251       16.52
Community centers        21,800       18.14        32,650       13.00         54,450       15.06
Other                     6,115       19.41         2,148       23.43          8,263       20.46
TOTAL                   781,501     $ 28.49     1,168,992     $ 25.10      1,950,493     $ 26.45
</TABLE>


Total Leasing Activity of Small Shop Space and Junior Anchors
<TABLE>
<CAPTION>
                           New Leases                    Renewal Leases           Total
                   ------------------------- -------------------------  -------------------------
                                   Average                  Average                    Average
                                    Base                      Base                       Base
                   Square Feet    Rent PSF   Square Feet    Rent PSF    Square Feet    Rent PSF
                   ------------- ----------- -------------  ----------  ------------- -----------
Quarter:
<S>                     <C>         <C>           <C>         <C>            <C>         <C>
Stabilized Malls        195,845     $ 33.78       338,704     $ 25.34        534,549     $ 28.43
Associated centers       15,317       16.38        21,251       14.06         36,568       15.03
Community centers         4,500       20.44         3,000       19.16          7,500       19.93
Other                     5,176       17.76             -           -          5,176       17.76
TOTAL                   220,838     $ 31.93       362,955     $ 24.63        583,793     $ 27.39

Year To Date:
Stabilized Malls        829,870     $ 26.86     1,124,428     $ 25.36      1,954,298     $ 26.00
Associated centers       48,627       17.52        41,624       15.35         90,251       16.52
Community centers        21,800       18.14        32,650       13.00         54,450       15.06
Other                     6,115       19.41         2,148       23.43          8,263       20.46
TOTAL                   906,412     $ 26.10     1,200,850     $ 24.67      2,107,262     $ 25.29
</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 September 30,
                   -------------------------
                       2005         2004
                   ------------- -----------
<S>                     <C>         <C>
Stabalized malls        $ 25.85     $ 24.79
Non-stabalized malls      27.46       26.62
Associated centers        10.16        9.56
Community centers (1)      9.00        7.98
Other                     19.33       18.89
<FN>
(1) Excludes community centers that were contributed to Galileo America
</FN>
</TABLE>

                                       8
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005

Schedule of Mortgage and Other Notes Payable as of September 30, 2005
(Dollars In thousands )
<TABLE>
<CAPTION>
                                                                                                                    Balance
                                                                                Maturity      Interest      -----------------------
Location                              Property                      Date          Rate       9/30/2005        Fixed       Variable
---------------------------- -----------------------------------  --------     ----------   ----------     ---------    -----------
Debt On Operating Properties:
<S>                          <C>                                   <C>           <C>         <C>                <C>      <C>
Chesapeake, VA               Greenbrier Mall                       Apr-06        4.63%       $ 92,650           $ -      $ 92,650
Akron, OH                    Chapel Hill Mall                      May-06        4.70%         64,000             -        64,000
Akron, OH                    Chapel Hill Surburban                 May-06        4.73%          2,500             -         2,500
Midland, MI                  Midland Mall                          Jun-06        4.81%         30,000             -        30,000
Brookfield, IL               Brookfield Square  (a)                Jul-06        7.50%         68,604        68,604             -
Rockford, IL                 Cherryvale Mall (a)                   Jul-06        7.38%         43,352        43,352             -
Madison, WI                  East Towne Mall (a)                   Jan-07        8.01%         26,558        26,558             -
Madison, WI                  West Towne Mall (a)                   Jan-07        8.01%         41,060        41,060             -
Chattanooga, TN              Hamilton Place                        Mar-07        7.00%         62,146        62,146             -
Cincinnati, OH               Eastgate Crossing                     Apr-07        6.38%         10,035        10,035             -
Charleston, SC               Citadel Mall                          May-07        7.39%         30,174        30,174             -
Highpoint, NC                Oak Hollow Mall                       Feb-08        7.31%         43,460        43,460             -
Winston-Salem, NC            Hanes Mall                            Jul-08        7.31%        106,726       106,726             -
Nashville, TN                Courtyard At Hickory Hollow           Aug-08        6.77%          4,031         4,031             -
Nashville, TN                Hickory Hollow Mall                   Aug-08        6.77%         86,588        86,588             -
Nashville, TN                Rivergate Mall                        Aug-08        6.77%         69,980        69,980             -
Nashville, TN                Village At Rivergate                  Aug-08        6.77%          3,306         3,306             -
Lansing, MI                  Meridian Mall                         Oct-08        4.52%         91,661        91,661             -
Cary , NC                    Cary Towne Center                     Mar-09        6.85%         86,405        86,405             -
Joplin, MO                   Northpark Mall                        Mar-09        5.50%         40,881        40,881             -
Fairview Heights, IL         St. Clair Square                      Apr-09        7.00%         66,033        66,033             -
Daytona Beach, FL            Volusia Mall                          Apr-09        4.75%         53,884        53,884             -
Terre Haute, IN              Honey Creek Mall                      Apr-09        4.75%         32,314        32,314             -
Meridian, MS                 Bonita Lakes Crossing                 Oct-09        6.82%          8,138         8,138             -
Meridian, MS                 Bonita Lakes Mall                     Oct-09        6.82%         25,973        25,973             -
Cincinnati, OH               Eastgate Mall  (b)                    Dec-09        4.55%         56,567        56,567             -
Little Rock, AR              Park Plaza Mall                       May-10        5.00%         40,858        40,858             -
Spartanburg, SC              Westgate Crossing                     Jul-10        8.42%          9,508         9,508             -
Burnsville, MN               Burnsville Center                     Aug-10        8.00%         68,627        68,627             -
Roanoke, VA                  Valley View Mall                      Sep-10        5.10%         43,984        43,984             -
Beaumont, TX                 Parkdale Crossing                     Sep-10        5.01%          8,620         8,620             -
Beaumont, TX                 Parkdale Mall                         Sep-10        5.01%         54,593        54,593             -
Nashville, TN                Coolsprings Galleria                  Sep-10        8.29%        128,979       128,979             -
Stroud, PA                   Stroud Mall                           Dec-10        8.42%         31,330        31,330             -
Wausau, WI                   Wausau Center                         Dec-10        6.70%         13,018        13,018             -
York, PA                     York Galleria                         Dec-10        8.34%         50,094        50,094             -
Lexington, KY                Fayette Mall                          Jul-11        7.00%         93,352        93,352             -
Chattanooga, TN              Hamilton Corner                       Aug-11       10.13%          2,089         2,089             -
Asheville,  NC               Asheville Mall                        Sep-11        6.98%         68,014        68,014             -


                                       9
<PAGE>
                                                                                                                    Balance
                                                                                Maturity      Interest      -----------------------
Location                              Property                      Date          Rate       9/30/2005        Fixed       Variable
---------------------------- -----------------------------------  --------     ----------   ----------     ---------    -----------
Ft. Smith, AR                Massard Crossing                      Feb-12        7.54%          5,802         5,802             -
Houston, TX                  Willowbrook Plaza                     Feb-12        7.54%         29,687        29,687             -
Vicksburg, MS                Pemberton Plaza                       Feb-12        7.54%          1,982         1,982             -
Fayetteville, NC             Cross Creek Mall                      Apr-12        5.00%         62,836        62,836             -
Colonial Heights, VA         Southpark Mall                        May-12        5.10%         36,838        36,838             -
Asheboro, NC                 Randolph Mall                         Jul-12        6.50%         14,818        14,818             -
Douglasville, GA             Arbor Place                           Jul-12        6.51%         76,928        76,928             -
Douglasville, GA             The Landing At Arbor Place            Jul-12        6.51%          8,684         8,684             -
Jackson, TN                  Old Hickory Mall                      Jul-12        6.51%         33,980        33,980             -
Louisville, KY               Jefferson Mall                        Jul-12        6.51%         42,853        42,853             -
North Charleston, SC         Northwoods Mall                       Jul-12        6.51%         61,354        61,354             -
Racine, WI                   Regency Mall                          Jul-12        6.51%         33,603        33,603             -
Saginaw, MI                  Fashion Square                        Jul-12        6.51%         58,899        58,899             -
Spartanburg, SC              Westgate Mall                         Jul-12        6.50%         53,232        53,232             -
Chattanooga, TN              CBL Center                            Aug-12        6.25%         14,421        14,421             -
Panama City, FL              Panama City Mall                      Aug-12        7.30%         39,406        39,406             -
Livonia, MI                  Laurel Park Place                     Dec-12        5.00%         50,461        50,461             -
Monroeville, PA              Monroeville Mall                      Jan-13        5.30%        130,690       130,690             -
Greensburg, PA               Westmoreland Mall                     Jan-13        5.05%         80,480        80,480             -
Columbia, SC                 Columbia Place                        Oct-13        5.45%         32,650        32,650             -
Laredo, TX                   Mall del Norte                        Dec-14        5.04%        113,400       113,400             -
Janesville, WI               Janesville Mall                       Apr-16        8.38%         13,009        13,009             -
                                                                                            ----------     ---------    -----------
                                                                                            2,856,105     2,666,955       189,150
                                                                                            ----------     ---------    -----------
Weighted average interest rate                                                                   6.31%         6.42%         4.68%

Debt Premiums:
Joplin, MO                   Northpark Mall                        Mar-09        5.50%            629           629             -
Daytona Beach, FL            Volusia Mall                          Apr-09        4.75%          3,309         3,309             -
Terre Haute, IN              Honey Creek Mall                      Apr-09        4.75%          2,312         2,312             -
Little Rock, AR              Park Plaza Mall                       May-10        4.90%          6,169         6,169             -
Roanoke, VA                  Valley View Mall                      Sep-10        5.10%          6,576         6,576             -
Fayetteville, NC             Cross Creek Mall                      Apr-12        5.00%          8,077         8,077             -
Colonial Heights, VA         Southpark Mall                        May-12        5.10%          3,666         3,666             -
Livonia, MI                  Laurel Park Place                     Dec-12        5.00%         10,128        10,128             -
Monroeville, PA              Monroeville Mall                      Jan-13        5.30%          3,163         3,163             -
                                                                                            ----------     ---------    -----------
                                                                                               44,029        44,029             -
                                                                                            ----------     ---------    -----------
Weighted average interest rate                                                                   5.01%         5.01%            -%

Total Loans On Operating Properties And Debt Premiums                                       2,900,134     2,710,984       189,150
                                                                                            ----------     ---------    -----------
Weighted average interest rate                                                                   6.29%         6.40%         4.68%

Construction Loans:
Lexington, KY                  The Plaza at Fayette                Dec-06        5.28%          8,550             -         8,550
Southaven, MS                  Southaven Towne Center              Jun-07        5.37%         19,543             -        19,543
Ft. Myers, FL                  Gulf Coast Town Center              Sep-08        5.06%         29,574             -        29,574
                                                                                            ----------     ---------    -----------
                                                                                               57,667             -        57,667
                                                                                            ----------     ---------    -----------

                                       10
<PAGE>
                                                                                                                    Balance
                                                                                Maturity      Interest      -----------------------
Location                              Property                      Date          Rate       9/30/2005        Fixed       Variable
---------------------------- -----------------------------------  --------     ----------   ----------     ---------    -----------

Lines Of Credit                                                                  4.82%        706,285             -       706,285
                                                                                            ----------     ---------    -----------
Weighted average interest rate

Total Consolidated Debt                                                                    $ 3,664,086   $ 2,710,984    $ 953,102
Weighted average interest rate                                                                    5.99%         6.40%        4.81%

Plus CBL'S Share Of Unconsolidated Affiliates' Debt:
Paducah, KY                  Kentucky Oaks Mall                    Jun-07        9.000%         15,379        15,379            -
Huntsville, AL               Parkway Place                         Jun-08        4.700%         26,600             -       26,600
Del Rio, TX                  Plaza del Sol                         Aug-10        9.150%          1,589         1,589            -
Myrtle Beach, SC             Coastal Grand-Myrtle Beach            Oct-14        5.090%         49,069        49,069            -
El Centro, CA                Imperial Valley Mall                  Sep-15        4.985%         36,000        36,000            -
Clarksville, TN              Governor's Square Mall                Sep-16        8.230%         14,600        14,600            -
                                                                                            ----------     ---------    -----------
                                                                                               143,237       116,637       26,600
                                                                                            ----------     ---------    -----------

Less Minority Interests' Share Of Consolidated Debt:                        Minority Interest %
Chattanooga, TN              CBL Center                            8.0000%   6.2500%            (1,154)       (1,154)            -
Chattanooga, TN              Hamilton Corner                      10.0000%   10.1250%             (209)         (209)            -
Chattanooga, TN              Hamilton Place                       10.0000%   7.0000%            (6,215)       (6,215)            -
Ft. Smith, AR                Massard Crossing                     10.0000%   7.5400%            (5,222)       (5,222)            -
Highpoint, NC                Oak Hollow Mall                      25.0000%   7.3100%           (10,865)      (10,865)            -
Houston, TX                  Willowbrook Plaza                    10.0000%   7.5400%           (26,719)      (26,719)            -
Vicksburg, MS                Pemberton Plaza                      10.0000%   7.3100%            (1,784)       (1,784)           -
                                                                                            ----------     ---------    -----------
                                                                                               (52,168)      (52,168)           -
                                                                                            ----------     ---------    -----------

Company's Share Of Consolidated And Unconsolidated Debt                                    $ 3,755,155   $ 2,775,453     $ 979,702
                                                                                            ==========     =========    ===========
Weighted average interest rate                                                                    5.96%         6.37%         4.81%

Total Debt of Unconsolidated Affiliates:
El Centro, CA                Imperial Valley Mall (a)              Dec-06    4.985%        $    60,000   $    60,000     $       -
Paducah, KY                  Kentucky Oaks Mall                    Jun-07    9.000%             30,756        30,756             -
Huntsville, AL               Parkway Place                         Jun-08    4.700%             53,200             -        53,200
Del Rio, TX                  Plaza del Sol                         Aug-10    9.150%              3,140         3,140             -
Myrtle Beach, SC             Coastal Grand-Myrtle Beach (c)        Oct-14    5.090%             98,138        98,138             -
Clarksville, TN              Governor's Square Mall                Sep-16    8.230%             30,738        30,738             -
                                                                                            ----------     ---------    -----------
                                                                                           $   275,972   $   222,772     $  53,200
                                                                                            ==========     =========    ===========
Weighted average interest rate                                                                   5.82%          6.09%         4.70%

<FN>
(a)  These loans were refinanced subsequent to September 30, 2005. Following are
     the terms of the new mortgage loans.

                                                                  Maturity   Interest
Location                              Property                      Date       Rate           Amount
----------------------------          -----------------------    ----------  ---------     -----------
El Centro, CA                         Imperial Valley Mall         Sep-15    4.985%          $ 60,000
Rockford, IL                          Cherryvale Mall              Oct-15    5.000%            94,000
Brookfield, IL                        Brookfield Square            Nov-15    5.075%           105,000
Madison, WI                           East Towne Mall              Nov-15    5.000%            80,000
Madison, WI                           West Towne Mall              Nov-15    5.000%           113,000

(b)  Eastgate  Mall - 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.

(c)  Coastal  Grand-Myrtle  Beach -  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>
                                       11
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005

Top 25 Based On Percentage Of Total Revenues As Of September 30, 2005:
<TABLE>
<CAPTION>
                                                                                                        Annual           Percentage
                                                               Number of                                 Gross            of Total
                                 Tenant                          Stores         Square Feet           Rentals (1)         Revenues
--------------------------------------------------------       ---------       ------------         -------------         --------
<S>                                                               <C>            <C>                  <C>                   <C>
  1    Limited Brands, Inc.                                       221            1,354,832            $45,608,153           6.0%
  2    Foot Locker, Inc.                                          183             720,470             26,956,807            3.6%
  3    The Gap, Inc.                                               96             948,585             22,907,765            3.0%
  4    Luxottica Group, S.P.A. (2)                                189             348,406             16,005,127            2.1%
  5    Abercrombie & Fitch, Co.                                    62             428,130             15,089,454            2.0%
  6    Signet Group PLC (3)                                        96             145,984             13,481,396            1.8%
  7    American Eagle Outfitters, Inc.                             65             340,249             12,861,492            1.7%
  8    Zale Corporation                                           136             134,580             12,373,250            1.6%
  9    JC Penney Co. Inc. (4)                                      66            7,260,464            12,342,111            1.6%
  10   Finish Line, Inc.                                           63             334,930             11,985,248            1.6%
  11   The Regis Corporation                                      181             208,161             10,147,129            1.3%
  12   Lerner New York, Inc.                                       42             328,062             10,039,752            1.3%
  13   Hallmark Cards, Inc.                                        83             285,389              9,331,119            1.2%
  14   Genesco Inc. (5)                                           130             166,449              9,173,612            1.2%
  15   The Children's Place Retail Stores, Inc. (6)                57             239,133              9,112,156            1.2%
  16   Pacific Sunwear of California                               76             259,273              8,887,770            1.2%
  17   Charming Shoppes, Inc. (7)                                  54             321,889              8,831,028            1.2%
  18   Dick's Sporting Goods, Inc.                                 13             583,176              8,044,301            1.1%
  19   Trans World Entertainment (8)                               48             252,003              7,869,983            1.0%
  20   Aeropostale, Inc.                                           59             198,954              7,801,264            1.0%
  21   Barnes & Noble, Inc.                                        52             307,316              7,109,977            0.9%
  22   Christopher & Banks, Inc.                                   59             204,696              6,980,649            0.9%
  23   Claire's Stores, Inc.                                      108             121,573              6,949,674            0.9%
  24   The Shoe Show of Rocky Mount, Inc                           50             271,650              6,892,581            0.9%
  25   Sun Capital Partners, Inc. (9)                              56             323,769              6,860,612            0.9%
                                                               ---------       ------------         -------------         --------
                                                                2,245          16,088,123           $313,642,410           41.2%
                                                               ========        ============         =============         ========

<FN>
(1)  Includes annual minimum rent and tenant  reimbursements based on amounts in
     effect at September 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 and 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)  The  Children's  Place Retail  Stores,  Inc.  purchased The Disney Store in
     November 2004.

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

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

(9)  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>

                                       12
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005


Capital Expenditures for Three Months and Nine Months Ended September 30 , 2005
(In thousands)
<TABLE>
<CAPTION>
                                                    Three Months   Nine Months
                                                    ------------- ------------

<S>                                                     <C>          <C>
Tenant allowances                                       $ 14,135     $ 34,287
                                                    ------------- ------------
Renovations                                               12,606       22,123
                                                    ------------- ------------
Deferred maintenance:
   Parking lot and parking lot lighting                    5,711        7,619
   Roof repairs and replacements                           3,825        8,742
   Other capital expenditures                              2,217        4,694
                                                    ------------- ------------
   Total deferred maintenancee expenditures               11,753       21,055
                                                    ------------- ------------
Total capital expenditures                              $ 38,494     $ 77,465
                                                    ============= ============
</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>          <C>
   March 31,                                                   $ 374        $ 492
   June 30,                                                      699          242
   September 30,                                                 629          524
   December 31,                                                    -          628
                                                        ------------- ------------
                                                             $ 1,702      $ 1,886
                                                        ============= ============
</TABLE>

                                       13
<PAGE>
                        CBL & Associates Properties, Inc.
                Supplemental Financial and Operating Information
          For the Three Months and Nine Months Ended September 30, 2005

Properties Under Development at September 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>
Fayette Mall                            Lexington, KY          140,000      $ 22,961      $ 14,525      September-05       11%
Burnsville Center                       Burnsville, MN         145,000        22,880         9,249     Sep-05/Apr-06        9%
Stroud Mall                             Stroudsburg, PA          4,513         1,326           640      November-05         9%
Hanes Mall - Dick's Sporting Goods      Winston-Salem, NC       66,000        10,150           918        July-06          10%

Open Air Centers:
Southaven Towne Center                  Southaven, MS          437,600        43,238        32,850       October-05        10%
Gulf Coast Town Center Phase I          Ft. Meyers, FL         445,000        72,075 (a)    56,532 (a)   October-05         9%
Lakeview Point                          Stillwater, OK         205,000        20,307         4,647       Fall 2006          9%
Gulf Coast Town Center Phase II         Ft. Meyers, FL         743,000        94,047 (a)       886 (a)Fourth Quarter 2006   9%

Associated Center:
The Plaza at Fayette Phase I            Lexington, KY           76,000        25,140        11,688       Fall 2006          9%

Community Center:
Cobblestone Village at Royal Palm       Royal Palm Beach, FL   225,000        10,029         9,086      December-05         9%

Community Center Expansion:
Fashion Square                          Orange Park, FL         18,000         3,278         1,650      December-05        10%

                                                           ------------  ------------  ------------
                                                             2,505,113     $ 325,431     $ 142,671
                                                           ============  ============  ============
<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>
