8-K

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 8-K
                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) August 6, 2003
                                                          --------------

                        CBL & Associates Properties, Inc.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                     1-12494                  62-1545718
      --------                     -------                  ----------
      (State or other              (Commission              (IRS Employer
      Jurisdiction of              File Number)             Identification No.)
      incorporation)

 CBL Center, 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421
 ------------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)

       Registrant's Telephone Number, including area code: (423) 855-0001
                                                           --------------


         --------------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 5. Other Events.

     On June 10, 2003, CBL & Associates Properties, Inc. (the "Company") filed
its Registration Statement on Form S-3, as amended (Registration No.
333-104882), pursuant to which the Company may from time to time offer (i) one
or more series of its preferred stock, (ii) shares of its common stock (iii)
depositary share with respect to the common stock and preferred stock and (iii)
warrants to purchase its common stock with an aggregate public offering price of
up to $500 million.

     On August 7, 2003, the Company filed with the Securities and Exchange
Commission, pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, the Company's Prospectus Supplement, dated August 6, 2003, and the
accompanying Prospectus, dated June 10, 2003, relating to the public offering of
up to an aggregate of 4,830,000 depositary shares (the "Depositary Shares") each
representing 1/10th of a share of the Company's 7.75% Series C Cumulative
Redeemable Preferred Stock, $.01 par value per share (liquidation preference of
$25.00 per Depositary Share).

Item 7. Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     The following exhibits are filed as part of this report:

     5    Opinion re Legality.

     8    Opinion re Tax Matters.

     23   Consent of Counsel (contained in the opinions filed as Exhibits 5 and
          8 hereto).





                                    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.



                                    By:   /s/ John N. Foy
                                          ------------------------------
                                          John N. Foy
                                          Vice Chairman, Chief Financial
                                          Officer and Treasurer


Dated: August 22, 2003





                                  Exhibit Index
                                  -------------


Exhibit No.    Description
- -----------    -----------

5              Opinion re Legality.

8              Opinion re Tax Matters.

23             Consents of Counsel (contained in the opinions filed as Exhibits
               5 and 8 hereto).

EX-5

                                                                       Exhibit 5


August 22, 2003




CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
CBL Center
Chattanooga, Tennessee


Re:  CBL & Associates Properties, Inc.
     ---------------------------------

Ladies and Gentlemen:

We have acted as counsel to CBL & Associates Properties, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of (i) the
Company's Registration Statement on Form S-3 (Registration No. 333-104882) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), as filed with the Securities and Exchange Commission (the
"Commission") on May 1, 2003, Amendment No. 1 thereto filed with the Commission
on May 23, 2003, Amendment No. 2 thereto filed with the Commission on June 10,
2003 and (ii) the Prospectus Supplement dated August 6, 2003, (the "Prospectus
Supplement") together with the accompanying Prospectus dated June 10, 2003,
relating to the public offering of up to an aggregate of 4,830,000 depositary
shares (the "Offered Shares") each representing 1/10th of a share of the
Company's 7.75% Series C Cumulative Redeemable Preferred Stock, $.01 par value
per share (liquidation preference of $25.00 per Depositary Share). Any reference
to the Prospectus or the Registration Statement shall be deemed to refer to and
include any documents filed by the Company after the date of the Registration
Statement under the Securities Exchange Act of 1934, as amended.

In connection with rendering the opinions expressed herein, we have examined
copies of the Amended and Restated Certificate of Incorporation, as amended and
Amended and Restated Bylaws of the Company, the Certificate of Limited
Partnership of the Operating Partnership, as amended, and the Second Amended and
Restated Partnership Agreement of the Operating Partnership dated June 30, 1998,
as amended, the Certificate of Incorporation and Bylaws of CBL Holdings I, Inc.,
a Delaware corporation, the Certificate of Incorporation and Bylaws of CBL
Holdings II, Inc., a Delaware corporation, the Amended and Restated Certificate
of Incorporation of CBL & Associates Management, Inc., a Delaware corporation,
the Registration Statement, the Prospectus and other corporate and partnership





CBL & Associates Properties, Inc.
Page 2


records and documents that we have deemed necessary for the purpose of this
opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for the opinions
hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to our opinion, we have relied on statements and certificates of
officers of the Company and public officials.

Based upon and subject to the foregoing, we are of the opinion that the Offered
Shares have been duly authorized for issuance by the Company, and that upon
issuance and delivery in accordance with the Prospectus Supplement, the Offered
Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Prospectus
Supplement. We also consent to the reference to Willkie Farr & Gallagher under
the caption "Legal Matters" in the Prospectus Supplement. In giving such
consent, we do not consider that we are "experts" within the meaning of the term
used in the Act, as amended, or the rules and regulations of the Commission
promulgated thereunder, with respect to any part of the Prospectus Supplement,
including this opinion as an exhibit or otherwise.

We express no opinion as to the laws of any jurisdiction outside the United
States or as to the laws other than those of the State of New York or the
corporate or partnership laws of the State of Delaware.

This letter and the opinions expressed herein are being furnished solely for
your information and may not be relied upon by any other person without our
prior written consent.

Very truly yours,

/s/ Willkie Farr & Gallagher

EX-8

                                                                       Exhibit 8


August 22, 2002



CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
CBL Center
Chattanooga, Tennessee


Ladies and Gentlemen:

You have requested our opinion as special tax counsel to CBL & Associates
Properties, Inc. (the "Company") concerning certain federal income tax issues
related to the registration, issuance and sale by the Company of up to an
aggregate of 4,830,000 depositary shares each representing 1/10th of a share of
the Company's 7.75% Series C Cumulative Redeemable Preferred Stock, $.01 par
value per share (liquidation preference of $25.00 per depositary share) by means
of a supplement (the "Prospectus Supplement"), filed with the Securities and
Exchange Commission on August 7, 2003, to the prospectus filed as part of the
registration statement filed with the Securities and Exchange Commission on June
10, 2003. These opinions are based on, and are conditioned upon: representations
made to us by the Company in a letter dated June 14, 2002; representations made
to us by Shumacker & Thompson, P.C., general counsel to the Company, in a letter
dated June 14, 2002; and certain other records, documents, agreements and
instruments as we have deemed necessary. Capitalized terms not defined herein
shall have the meaning given them in the Prospectus Supplement.

To the extent that we have examined and relied upon original documents or copies
thereof in rendering the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to authentic original documents of all documents submitted to us as copies and
(iii) the genuineness of all signatures. We have also assumed that any statement
made in any of the documents referred to herein "to the knowledge of" or "to the
best of the knowledge of" any person or party or similarly qualified is correct
without such qualification.

Based on such facts, assumptions and representations, and such other documents
and information as we believed appropriate, and subject to the qualifications
stated in the next paragraph below, as of the date hereof, we are of the opinion
that, for federal income tax purposes under current law:





CBL & Associates Properties, Inc.
Page 2


     1. Commencing with the Company's taxable year ending December 31, 1993, the
     Company was organized and has operated in conformity with the requirements
     for qualification as a real estate investment trust ("REIT") under the
     Internal Revenue Code of 1986, as amended (the "Code"), and the proposed
     methods of operation of the Company, the Operating Partnership and the
     property partnerships, as represented by the Company will permit the
     Company to continue to qualify as a real estate investment trust for its
     current and subsequent taxable years; and

     2. The statements made in the Prospectus Supplement under the caption
     "Federal Income Tax Considerations," insofar as such statements constitute
     a summary of matters of law or legal conclusions, are accurate summaries in
     all material respects.

These opinions are given as of the date hereof and are based on the Code, the
Treasury Regulations promulgated thereunder and interpretations thereof by the
Internal Revenue Service and the courts having jurisdiction over such matters,
all of which are subject to change either prospectively or retroactively.
Further, any material variation or material difference in the facts from those
set forth in the letters from the Company and Shumacker Witt Gaither & Whitaker,
P.C., or any other facts, assumptions or materials referred to above, may affect
the conclusions stated herein. Moreover, the Company's qualification and
taxation as a REIT depends upon the Company's ability to meet--through actual
annual operating and other results--requirements under the Code, among other
things, regarding distribution levels, the gross income and asset tests, and
diversity of stock ownership. As Willkie Farr & Gallagher will not review
whether the Company has fulfilled those requirements, no assurance can be given
that the actual results of the Company's operation and other activities for any
one or more taxable years will satisfy the tests necessary to qualify as or be
taxed as a REIT under the Code.

We hereby consent to the filing of this opinion as an exhibit to the Prospectus
Supplement. We also consent to the reference to Willkie Farr & Gallagher under
the caption "Legal Matters" in the Prospectus Supplement. In giving such
consent, we do not consider that we are "experts" within the meaning of the term
used in the Act, as amended, or the rules and regulations of the Commission
promulgated thereunder, with respect to any part of the Prospectus Supplement,
including this opinion as an exhibit or otherwise.

No opinion is expressed as to any matter not discussed herein and we assume no
obligation to advise you of any changes in the foregoing subsequent to the date
of this opinion, and we are not undertaking to update this opinion letter after
the date hereof.

Very truly yours,

/s/ Willkie Farr & Gallagher