<SUBMISSION>
<ACCESSION-NUMBER>0000910612-05-000155
<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>051163241
</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 TRIANGLE
<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 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)                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 1.01   Entry into a Material Definitive Agreement

     On October  24,  2005,  affiliates  of The Richard E.  Jacobs  Group,  Inc.
("Jacobs") and affiliates of CBL & Associates  Properties,  Inc. (the "Company")
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. CBL will assume  management,
leasing and any future development responsibilities of the property.

     Jacobs and its  affiliates  hold a  significant  minority  interest  in the
Company through their 20.6% limited partner interest in the Company's  operating
partnership,   which  Jacobs  and  its  affiliates   received  in  exchange  for
contributing  their  ownership  interests in certain real estate  properties and
joint ventures to the operating  partnership in January 2001 and March 2002 (the
"Jacobs  Acquisition").  Under the terms of the operating  partnership's limited
partnership agreement,  Jacobs and its affiliates have the right to exchange all
or a portion of their  partnership  interests for shares of the Company's common
stock or, at the Company's  election,  their cash  equivalent.  The Company also
granted certain  registration  rights to Jacobs in connection with any shares of
the Company's common stock issued pursuant to such exchange rights.

     Pursuant  to the Jacobs  Acquisition,  Jacobs  also  received  the right to
nominate two designees to the Company's  board of directors,  subject to certain
conditions,  and CBL &  Associates,  Inc.  and  its  affiliates  (the  Company's
predecessor) and certain of the Company's  executive  officers agreed to vote in
favor of such  nominees.  Martin  J.  Cleary  and Gary L.  Bryenton,  two of the
Company's  current   independent   directors,   were  elected  pursuant  to  the
arrangement.  Additionally,  Jacobs and certain of its affiliates, together with
Martin J. Cleary,  agreed to a 12-year  standstill period during which they will
not seek to acquire  control of the Company and will not  participate in a group
which seeks to acquire such control. Such persons also agreed, until the twelfth
anniversary  of the Jacobs  Acquisition,  to vote  their  shares in favor of the
election  of the  nominees  of the  Company's  board  of  directors  to serve as
directors of the Company, so long as they are running unopposed and uncontested.

     The joint venture property is valued at $283.5 million. Concurrent with its
formation,  the  joint  venture  will  enter  into a new  ten-year,  fixed  rate
non-recourse  loan in the range of $195 million to $203 million,  secured by the
collective  centers.  The  proceeds  from the  loan  will be used to  retire  an
existing  construction  loan  totaling  approximately  $121.0  million  with the
balance to be paid to Jacobs as a partial return of Jacobs' equity.  The Company
will  make no  initial  capital  contribution  to the joint  venture.  The joint
venture equity will be equalized  between Jacobs and the Company  through future
contributions by the Company and through property cash flow distributions.

     Under the terms of the joint venture agreement,  the Company is required to
fund any additional equity necessary for capital expenditures,  including future
development  or expansion of the  property,  and any  operating  deficits of the
joint venture.  The Company has guaranteed funding of such items up to a maximum
of $50 million.  The joint  venture's  profits will be allocated 50/50 to Jacobs
and the Company.  The Company  will  receive a preferred  return on its invested
capital in the joint venture and will,  after payment of such  preferred  return
and repayment of the Company's invested capital, and repayment of the balance of
Jacobs' equity, share equally with Jacobs in the joint venture's cash flows.

     The press release  announcing  the  definitive  agreement to form the joint
venture is attached as exhibit 99.1


<PAGE>


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 Press Release - The Jacobs Group and CBL Announce Joint Venture Of Triangle
     Town Center In Raleigh, NC


<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-99
<SEQUENCE>2
<FILENAME>exhibit991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                [LETTERHEAD OF CBL & ASSOCIATS PROPERTIES, INC.]

Investor Contact: Katie Reinsmidt          Media Contact: Deborah Gibb
                  Director of Investor                    Director of Corporate
                    Relations                               Relations
                  (423) 490-8301                          (423) 490-8315



               THE JACOBS GROUP AND CBL ANNOUNCE JOINT VENTURE OF
                       TRIANGLE TOWN CENTER IN RALEIGH, NC

CLEVELAND,  Ohio and  CHATTANOOGA,  Tenn.  (October  25,  2005) - The Richard E.
Jacobs  Group,  Inc. and CBL & Associates  Properties,  Inc.  (NYSE:  CBL) today
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
("Triangle Joint Venture").  CBL will assume management,  leasing and any future
development responsibilities of the property.

     The Triangle  Joint  Venture is valued at $283.5  million based on in-place
Net Operating  Income (NOI) of $15.3  million.  Concurrent  with its  formation,
Triangle Joint Venture will enter into a new ten-year,  fixed rate  non-recourse
loan in the range of $195  million to $203  million,  secured by the  collective
centers.  The  proceeds  from  the  loan  will  be used to  retire  an  existing
construction loan totaling approximately $121.0 million with the balance paid to
The Jacobs Group.  CBL will make no initial  capital  contribution  to the joint
venture.  The joint venture equity will be equalized  between CBL and The Jacobs
Group through future property cash flow distributions.

     "Our long standing  relationship  with The Jacobs Group has been  extremely
rewarding to CBL and its  shareholders  and we are pleased to join together once
again," said Charles B. Lebovitz,  chairman and chief executive officer of CBL &
Associates  Properties,  Inc.  "Triangle  Town Center is a young,  fresh project
located in one of the fastest  growing  markets in the nation.  The property has
only just begun to show its  potential  and we are excited to take  advantage of
the variety of  opportunities  it presents  for  creating  long-term  value with
leasing, specialty leasing, outparcel and future developments. We believe we can
enhance this already  strong  center,  heightening  the  shopping,  dining,  and
entertainment experience for area consumers."

     "Triangle  Town  Center is  well-positioned  to become one of the  dominant
retail  centers in the  Southeast,"  said Richard E. Jacobs,  chairman and chief
executive  officer of The Jacobs Group.  "We are very proud of the success we've
built in Raleigh and pleased to again welcome CBL as our partner."

     Triangle Town Center, a 1.3-million-square-foot super-regional mall, opened
in  August  2002 in one of the  fastest  growing  cities in the  United  States,
Raleigh, NC. In addition to being the capital of North Carolina,  Raleigh is the
state's  second  largest  city  with a  population  of over 1.3  million  in the
Metropolitan  Statistical Area (MSA). The mall is located at the intersection of
Capital Boulevard and the newly constructed I-540 northern beltway.

                                     -MORE-


<PAGE>
The Jacobs Group and CBL Announce Joint Venture
Page 2
October 25, 2005


     Triangle Town Center is an architecturally  impressive shopping destination
with over 360,000 square feet of mall shops and restaurants  including  Adrienne
Vittadini,  bebe,  Chico's,  Coldwater Creek,  California Pizza Kitchen,  Guess,
William  Sonoma,  and United  Colors of Benetton.  The mall is  currently  87.0%
occupied and is anchored by Belk,  Dillard's,  Hecht's,  Sears,  and Sak's Fifth
Avenue,  which joined the mall in September 2004. Triangle Town Center currently
produces same stores sales of $329 per square foot.

     Located  directly across Sumner  Boulevard on the south side of the mall is
Triangle Town Place, a  150,000-square-foot  associated  center featuring a Bed,
Bath & Beyond, Dick's Sporting Goods, DSW Shoes, Party City, and Ulta Cosmetics.
Triangle Town Place is in the final stages of development  and is currently 100%
leased and committed.

     Triangle  Town  Center  also  features  a   103,000-square-foot   lifestyle
component,  Triangle  Town  Commons,  which opened in late 2004.  The  lifestyle
element offers consumers an array of attractive  stores such as North Carolina's
only Orvis, as well as Identity W, Pier One Kids,  Atlanta-based  Swoozie's, and
Men's Wearhouse,  as well as a wide variety of restaurant  options including The
Bamboo Club Asian Bistro,  Champps Americana,  The Twisted Fork Restaurant,  and
Ted's Montana  Grill.  The shops and  restaurants  are all housed in an inviting
open-air,  pedestrian-friendly  environment.  Shoppers  enjoy a unique  ambiance
within the lifestyle center, created through extensive landscape design features
such as decorative river rock, textured pavers,  convenient walking bridges, and
a river flowing  throughout the common area,  all  culminating at a multi-tiered
water fountain. The lifestyle expansion is currently 71.0% leased and committed.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.
     CBL & Associates Properties,  Inc. is the fourth largest mall REIT in North
America and the largest  owner of malls and shopping  centers in the  Southeast,
ranked by GLA. CBL owns, holds interests in or manages 124 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 third parties. CBL currently has six projects under
construction  totaling  approximately  1.1 million  square  feet.  The  projects
include one open-air  shopping  center located in Lee County,  FL, two community
centers and three expansions. In addition to its office in Chattanooga,  TN, CBL
has a regional office in Boston  (Waltham),  MA.  Additional  information can be
found at cblproperties.com.

ABOUT THE RICHARD E. JACOBS GROUP, INC.
     The Richard E. Jacobs Group has long been one of America's  premier  owners
and developers of commercial real estate.  Founded in 1955 and  headquartered in
Cleveland,  OH, the  privately  held  company  was one of the  nation's  pioneer
developers of regional malls. Headed by its co-founder and Chairman,  Richard E.
Jacobs, the firm developed and owned over 40 major mall properties from coast to
coast.

     Today,  The Jacobs Group  continues as a major developer of retail centers,
office and hotel properties and mixed-use developments.  Among its other premier
properties are Chagrin Highlands,  a 630-acre corporate  community in Cleveland,
OH; Cypress Creek Town Center, a 1.4 million-square-foot  lifestyle center under
development   in  Pasco  County,   FL;  and  Gulf  Coast  Town  Center,   a  1.7
million-square-foot  regional center under  construction  in Lee County,  FL - a
50/50 joint venture with CBL.

     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.


                                      -END-
</TEXT>
</DOCUMENT>
</SUBMISSION>
