<SUBMISSION>
<ACCESSION-NUMBER>0000910612-05-000153
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20051024
<ITEMS>1.01
<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>051163153
</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
<TEXT>
                                  UNITED STATES
                       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 24, 2005


                        CBL & ASSOCIATES PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

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

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

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

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 1.01   Entry Into a Material Definitive Agreement

     On October 24, 2005, CBL & Associates Properties,  Inc. (the "Company") and
Eric P.  Snyder  ("Snyder")  (collectively,  the  "Parties")  agreed to amend by
letter that certain Deferred Compensation Arrangement, dated January 1, 1997, as
amended by letter  dated  January  27,  2003 (the  "Arrangement").  The  Parties
acknowledged that, effective as of December 31, 2004, the final termination date
referenced in Section  5(a)(iv) of the  Arrangement  was changed from January 2,
2005 to September 30, 2005.

     The Parties also  acknowledged  that the  Arrangement  is not to be further
extended,  and that Snyder will  receive  shares of the  Company's  common stock
pursuant  to the  terms of the  Arrangement.  The  gross  number of shares to be
issued to Snyder under the terms of the  Arrangement is 174,403 shares of common
stock. Upon delivery of the referenced shares to Snyder, the Arrangement will be
terminated  in  all  respects  other  than  any  obligations   with  respect  to
indemnities or representations  made in the Arrangement.  Snyder has stated that
his  intent is to employ  the  shares of common  stock  received  in his  estate
planning.

     The foregoing  description of the  Arrangement  and of the October 24, 2005
letter  amendment  does not  purport  to be  complete  and is  qualified  in its
entirety by reference to the copies of the  Arrangement and the October 24, 2005
letter amendment included as Exhibits 10.5.4 and 10.5.10 to this Report.


Item 9.01   Financial Statements and Exhibits

(a)  Financial Statements of Businesses Acquired

     Not applicable

(b)  Pro Forma Financial Information

     Not applicable

(c)  Exhibits

10.5.4    Deferred Compensation Arrangement dated January 1, 1997, for Eric P.
          Snyder,  as previously  amended.  Incorporated  herein by reference to
          Exhibit  10.5.4 of the  Company's  Annual  Report on Form 10-K for the
          fiscal year ended December 31, 2002.

10.5.10   Letter amending Deferred Compensation Arrangement for Eric P. Snyder,
          dated October 24, 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 hereunto 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-10
<SEQUENCE>3
<FILENAME>exhibit10_510.txt
<DESCRIPTION>EXHIBIT 10.5.1 E SNYDER DEF COMP AGREEMENT
<TEXT>
                                                                 Exhibit 10.5.10

                [LETTERHEAD OF CBL & ASSOCIATES PROPERTIES, INC.]


October 24, 2005



Eric P. Snyder
CBL & Associates Properties, Inc.
2030 Hamilton Place Boulevard
Suite 500, CBL Center
Chattanooga, Tennessee 37421

Re:      Deferred Compensation Arrangement

Dear Eric,

This letter  agreement is intended to be an  amendment of that certain  Deferred
Compensation  Arrangement  between you and CBL dated January 1, 1997, as amended
by letter  dated  January  27,  2003 (the  "Arrangement").  The  parties  hereto
acknowledge  that  effective  as of December 31, 2004,  the date  referenced  in
Section  5(a)(iv)  of the  Arrangement  was  changed  from  January  2,  2005 to
September 30, 2005.

Per notice from you to CBL's counsel,  Jeff Curry,  the Arrangement is not to be
further  extended  and you have  stated  that it is your  desire to receive  the
shares of CBL common stock pursuant to the  Arrangement.  It is the intention of
CBL and its  affiliates  to cause the  issuance of shares to you  following  the
close of  business  on October  21,  2005 with all  accruals of stock via deemed
dividend payments being included with respect to the dividend that is being paid
on CBL common  stock on October 14, 2005.  This  procedure is in accord with the
terms of the Arrangement  that provide for a payment to you of the shares of CBL
common stock within 30 days of the termination of the Arrangement.

Tyler Overley of CBL's accounting office advises that the gross number of shares
to be issued to you is  174,403.  The  shares  of CBL  common  stock you will be
receiving are  fully-registered  and tradeable shares. We have been advised that
you intend to pay the applicable  employment/withholding  taxes in cash and that
Tyler has advised you of the amount of applicable  employment/withholding taxes.
Upon CBL's  receipt of the  employment/withholding  taxes,  the total of 174,403
shares will be issued to you.

With the  delivery of the  referenced  shares to you,  the  Arrangement  will be
terminated  in  all  respects  other  than  any  obligations   with  respect  to
indemnities  or   representations   made  in  the  Agreement  that  survive  its
termination. Any portion of your 2005 annual salary that has not accrued as of


                                       1
<PAGE>

September 30, 2005,  will be paid to you in cash via your regular  paycheck.  No
further share amounts will accrue in the Arrangement.

Our mutual  execution of this letter  agreement will constitute  evidence of our
agreement to its terms. Please execute both counterparts of this letter,  retain
one for your files and return the other original counterpart to Jeff Curry.

Thank you for your attention to these matters.



Sincerely,

CBL & Associates Management, Inc.


By:   /s/ Charles B. Lebovitz
   ------------------------------
Name:  Charles B. Lebovitz
      ---------------------------
Title:  Chief Financial Officer
       --------------------------

The undersigned has read and understands the terms of this letter agreement and,
by his execution below, the undersigned agrees to the terms of this letter
agreement. Executed to be effective as stated herein.

/s/ Eric P. Snyder
---------------------------------
Eric P. Snyder




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