Securities Exchange Act of 1934 -- Form 8-K
                                     
                                     
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                 FORM 8-K
                                     



PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


                             DATE OF REPORT :
                              JULY 30, 1998
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                      CBL & ASSOCIATES PROPERTIES, INC.
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           (Exact name of registrant as specified in its charter)


      Delaware                   1-12494                  62-1545718
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   (State or other           (Commission                (IRS Employer
   jurisdiction of           File Number)               Identification
   incorporation)                                       Number)


     One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421 
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                (Address of principal executive offices)


            Registrant's telephone number, including area code:
                              (423) 855-0001
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                                   1 
 
ITEM  5         OTHER INFORMATION

                   CBL & ASSOCIATES PROPERTIES, INC.
                        CONFERENCE CALL OUTLINE
                             JULY 30, 1998
                              10:00 A.M.
 
 
 Good morning.  We appreciate your participation in our conference call to
 discuss the 1998 second quarter results.  
 
      Before we begin, I would like to remind everyone that this conference
 call contains "forwarding-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.  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 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.
 
 
 SECOND QUARTER RECAP
 
 The second quarter of 1998 was a very active and outstanding one for our
 company.  Not only did we achieve  FFO growth in excess of twenty percent for
 the second consecutive quarter, we completed two major transactions to
 strengthen our balance sheet and position the company to continue to achieve
 our goal of double digit FFO growth.  Before we get in to the financial and
 operational highlights of the quarter, I would like to briefly discuss these
 two transactions.  
 
 In June, we raised net proceeds of approximately $70 million through the
 issuance of 2,875,000 shares of 9% Series A Cumulative Redeemable Preferred
 Shares at $25 per share, including the exercise of the over-allotment.  An
 affiliate of Wells Fargo Bank purchased 715,875 of these shares for an
 investment of $17.9 million.  The net proceeds from this offering were used
 to repay indebtedness incurred under our credit facilities and for general
 corporate purposes.  
 
 In April we acquired Stroud Mall in Stroudsburg, Pennsylvania, a 427,000
 square foot mall anchored by Sears, The Bon-Ton and JCPenney.  Stroud Mall is
 currently 88% leased with average sales per square foot of $294 and with mall
 shop rental averaging $19.52 psf.
 
                                   2

 SUBSEQUENT EVENT
 
 On July 1, we acquired five shopping centers in the Nashville, Tennessee
 metropolitan area for $247.4 million, including two regional malls, two
 associated centers and one community center.  This acquisition was funded with
 $182.7 million of new 10-year, fixed-rate financing at 6.77% secured by four
 of the centers, borrowings under our credit facilities and the issuance of
 631,016 operating partnership units at $24.23 per unit.  These five properties
 will generate an initial yield on investment of approximately 8.7%, excluding
 structural reserves and management fees.
 
 The two regional malls are Rivergate Mall and Hickory Hollow Mall, both of
 which contain 1.1 million square feet and both of which are anchored by
 Dillard's, Castner Knott, Sears and JCPenney.  Rivergate Mall is currently 85%
 leased with average sales per square foot of $271 and with mall shop rental
 averaging $22.11 per square foot.  Hickory Hollow Mall is currently 83% leased
 with average sales per square foot of $278 and with mall shop rental averaging
 $21.67 per square foot.  Including our Nashville CoolSprings Galleria with
 average sales per square foot of $302, we now control in excess of 50% of the
 conventional regional mall market in metropolitan Nashville.  These three
 super-regional malls represent $1 billion of retail sales. 
 
 The two associated centers are The Village at Rivergate, a 166,000 square foot
 shopping center that is 91% occupied and located adjacent to Rivergate Mall,
 and The Courtyard at Hickory Hollow, a 77,000 square foot shopping center that
 is 100% occupied and located adjacent to Hickory Hollow Mall.  Lions Head
 Village is a 93,000 square foot community center that is 82% occupied and
 located in the affluent Belle Meade area of Nashville.  
 
 Including the acquisitions in Nashville, we have acquired over 4.8 million
 square feet in 1998 to date for a total investment of  $431.5 million.  This
 total exceeds our combined acquisition activity for our first four years as
 a public company.  Through ground-up developments and value added
 acquisitions, our portfolio has doubled in size since our IPO to 29.7 million
 square feet - a substantial accomplishment during our five years as a public
 company.  
 
 We have averaged 1.7 million square feet of ground-up developments each year
 since our IPO.  Our on-going development program enables us to acquire
 properties where we can use our development and leasing expertise to create
 releasing opportunities and other sources of income.  We are able to
 rejuvenate centers to achieve market dominance, capitalizing on the experience
 of a professional development, leasing and management organization to enhance
 the properties' values.  
 
                                   3
 
 
 
 GROWTH
 
 In the first six months of 1998 we achieved outstanding FFO growth due to our
 efforts in development of new properties, acquisitions as well as leasing and
 management of existing properties. Our 20.4% increase in FFO per diluted,
 fully converted share includes adjustments necessary to comply with changes
 in FASB policies regarding diluted shares and capitalization of internal
 acquisition costs. This 20.4% increase in FFO per diluted, fully converted
 share over the first six months of 1998 breaks down as follows: 23% from the
 eleven new developments we opened during 1997 and 1998, 47% from the six
 acquisitions completed during 1997 and the first six months of 1998 and 30%
 from growth in our stabilized portfolio.
 
 The components of our FFO growth for the six months ended June 30, 1998 are
 as follows:
 
 1.   The eleven new shopping centers opened over the last eighteen months,
      representing 3.2 million square feet of new developments in operation
      throughout the first six months of 1998;
 
 2.   The acquisition of six properties, one mall and two community centers
      in 1997, two malls in January 1998 and one mall in April 1998; and
 
 3.   Improved operations in our existing properties.
                                              
 Our revenues and property operating expenses increased by 34.4% and 28.4%,
 respectively, for the first six months of 1998 over the first six months of
 1997 primarily due to the seventeen new development and acquisition centers
 opened or acquired during the last eighteen months.  Our cost recovery ratio
 for the first six months of 1998 was 91.8% compared to 92.9% in the prior year
 period. 
 
 
 FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
 
 Our total funds from operations for the first six months of 1998 was $43.9
 million, or $1.30 per  diluted, fully converted share.  In order to be
 consistent with industry practice, beginning with the first quarter of 1998,
 FFO includes straight-line rents.  As indicated in our earnings release, the
 impact on FFO from straight-line rents was an increase of .06cent per diluted,
 fully converted share for the first six months of 1998.  We continue, however,
 to exclude outparcel sales in our calculation, although NAREIT would allow us
 to include this item.  The addition of outparcel sales would have added .07cent
 per share, increasing FFO per diluted, fully converted share to $1.37. 
 
 
 
 
 
                                   4

 Restated FFO per diluted, fully converted share giving effect to the addition
 of straight line rents for 1997 will be reported in the transcript of this
 conference call to be filed as a Form 8-K today.
 
 
                                         
 Per Share Data           1Q97    2Q97   3Q97    4Q97   Year Ended
 
 Basic FFO as Reported     $0.53   $0.53  $0.55   $0.61    $2.22
 
 Diluted FFO               $0.52   $0.52  $0.55   $0.61    $2.21
 
 Diluted FFO with
        StraightLine Rents $0.54   $0.54  $0.56   $0.64    $2.28
                                                        
 
 

 
 Effective January 1, 1998, in accordance with the new accounting policy issued
 by the FASB's emerging issues task force, we no longer capitalize internal
 costs related to acquisitions.  We capitalized approximately $140,000 and
 $406,000 of internal acquisition costs as of June 30, 1997 and December 31,
 1997, respectively.  
 
 On May 21, 1998, the FASB's emerging issues task force issued EITF 98-9 which
 outlines the proper accounting treatment for contingent rental income, such
 as percentge rental income.  This EITF will not have an effect on our past or
 future earnings as we have historically recognized percentage rental income
 consistent with the policy outlined in EITF 98-9.
 
 
 DEVELOPMENTS - EXTERNAL GROWTH
 
 We currently have nine new projects under construction totaling 2.3 million
 square feet.  The first phase of Sand Lake Corners in Orlando, Florida, a
 594,000 square foot power center, is on schedule to open in November 1998 with
 the remainder to open by April 1999.  In July we  began sitework on a 92,000
 square foot Sears addition to Lakeshore Mall in Sebring, Florida, that is
 scheduled to open in July 1999.  Last week we began construction on a 84,000
 square foot freestanding Regal Cinemas in Jacksonville, Florida scheduled to
 open during the third quarter of 1999.
 
 In the first quarter of 1998, we began construction on Fiddler's Run in
 Morganton, North Carolina, a 200,000 square foot community center scheduled
 to open in March 1999.  Other projects currently under construction include
 Arbor Place Mall in Douglasville, Georgia, a suburb of Atlanta. This two-level
 super-regional mall will contain approximately 1.2 million square feet at full
 build-out, the first phase of which is scheduled to open in October 1999. 
 Parisian has committed to be the fourth anchor at Arbor Place Mall, joining
 Dillard's, Sears and Upton's.  Preliminary grading work has already begun for
 the construction of an adjacent 165,000 square foot associated center to be
 called The Landing at Arbor Place.  The 15,000 square foot expansion of Cool
 Springs Crossing is also currently underway.
 
                                   5
 
 As you can see from our news release, we had a strong quarter for new
 development and expansion activity as well.  I won't read all of them again
 for you, but we opened a total of 321,000 square feet of new shopping centers
 and expansions.  We also made several additions to Cortlandt Town Center in
 Westchester County, New York which we highlighted in the release.  What we
 didn't mention, and something that we are very proud of, is that this center
 is 99% leased.
 
 
 ACQUISITIONS - EXTERNAL GROWTH
 
 As I previously mentioned, year-to-date in 1998 we have acquired over 4.8
 million square feet for a total investment of $431.5 million.   These
 investments were acquired at an average NOI yield of 8.4%.  Excluding property
 management fees and structural reserves, the initial NOI yield is 8.8%.  We
 are pleased that our conservative and disciplined approach to acquisitions has
 yielded eight quality properties so far this year with excellent growth
 potential. Our efforts in 1998 will be concentrated on maximizing our returns
 on our acquisitions and identifying new opportunities.  We would like to point
 out that our calculations of initial yields on our acquisitions are based on
 income in place at the time of closing.  We do not include straight-line rents
 or projected rents from lease ups in revenues.  In addition, our underwriting
 includes an allowance for structural reserves and management fees.
 
 
 IMPROVED OPERATIONS - INTERNAL GROWTH
 
 As mentioned in our earnings release, our overall portfolio occupancy was
 94.2% at June 30, 1998 as compared to 92.9% at June 30, 1997, with the
 stabilized malls showing the best increases.  If you look at the occupancy of
 the combined new and stabilized mall portfolio, we had an increase to 91.6%
 at June 30, 1998 from 89.0% at June 30, 1997.
 
 Our associated center occupancy at June 30, 1998 decreased to 88.8% from 91.4%
 at June 30, 1997 primarily due to the acquisition and redevelopment of
 WestGate Crossing in Spartanburg, South Carolina.  A new Goody's Family
 Clothing Store opened in April 1998 at this center, increasing associated
 center occupancy over the first quarter of 1998 from 84.1%.  Our associated
 center occupancy would have increased to 93% excluding this redevelopment
 center.  Please keep in mind that associated centers represent less than 4%
 of our total revenues.
 
 Our community center occupancy at June 30, 1998 continues to be strong,
 increasing to 97.6% from 96.6% at June 30, 1997.
 
 We are very pleased with our portfolio occupancy percentages, especially in
 our malls.  The 92% occupancy percentage of our combined new and stabilized
 mall portfolio is one of the highest in our peer group.  At these high
 occupancy levels, we believe that the demand for space will allow us to
 generate higher rents as we replace underperforming tenants.
                                   6

 During the first six months of 1998, our results from renewal leasing compared
 to the base and percentage rent previously paid were as follows:
 
 
                                              
             Prior PSF    New PSF    New PSF     % Change    % Change
                Rent       Rent-     Rent-Avg.   Initial     Average
                          Initial                          
 
 Malls         $19.81      $21.21     $21.89         7.1%      10.5%
 
 Associated                                                
 Centers       $10.23      $11.53     $12.72       12.7%       13.4%
 
 Community                                                 
 Centers       $ 7.87      $ 8.27     $ 8.49        5.1%         7.9%
 
 

 
 Another measure of the strength of our portfolio is a comparison of new and
 renewal leasing rates and square footage to the amount of fallout (tenants
 vacating) we had for the first six months of 1998.
 
 In the mall portfolio, we leased 266,000 square feet at an average rate of
 $22.11 per square foot compared to 76,000 square feet of fallout at an average
 rate of $20.44 per square foot.
 
 In the associated centers, we leased 19,000 square feet at an average rate of
 $12.02 per square foot compared to 4,000 square feet of fallout at an average
 rate of $10.34 per square foot.
 
 In the community centers, we leased 150,000 square feet at an average rate of
 $8.91 per square foot compared to 34,000 square feet of fallout at an average
 rate of $8.57 per square foot.
 
 We were encouraged by the leasing activity and the number of deals concluded
 since the ICSC Annual Convention.  This year we had over 1,100 registered
 visitors to our booth and estimated actual visitors between 1,800 and 2,300
 to our suite.  Based on my personal observations, the attitude and outlook of
 the retailers was very positive and optimistic.
 
 
 SALES
 
 Mall shop sales in our stabilized malls, for those tenants who have reported,
 increased 5.8% on a comparable per square foot basis for the first six months
 of 1998 as compared to the first six months of 1997.  Total mall shop sales
 volume increased 11.4% to $481 million for the first six months of 1998
 compared to $432 million in the prior year period.  With retail trends being
 so positive, retailers are now looking for expansion opportunities.
 
                                   7

 We are encouraged that occupancy costs as a percentage of sales at our
 stabilized malls at June  30, 1998 decreased to 12.6% compared to 13.1% at
 June 30, 1997.  
 
 
 CAPITAL STRUCTURE
 
 As of June 30, 1998, our total consolidated and unconsolidated debt was $861.9
 million, with a weighted average interest rate of 7.36% as compared to 7.81%
 as of June 30, 1997.  This amount includes debt related to all properties
 under construction.  Our debt to total market capitalization ratio was 49.3%
 based upon our stock price of $24.25 as of June 30, 1998.  Our EBITDA to
 interest ratio was 2.54 for the first six months of 1998 compared to 3.0 for
 1997.  Had we excluded gains on sales of real estate assets from EBITDA, the
 interest coverage ratio would have been 2.45 in the first six months as
 compared to 2.83 for 1997.
 
 Our total conventional fixed rate debt as of June 30, 1998 was $406.4 million
 with a weighted average interest rate of 8.07% as compared to 8.17% as of June
 30, 1997.
 
 Through the execution of swap agreements, we have fixed the interest rates on
 $234 million of debt on operating properties at a weighted average interest
 rate of 6.77%.
 
 Of our remaining debt of $211.5 million, interest rate caps of $100 million
 and conventional permanent loan commitments of $117.4 million leave no
 variable rate debt exposure as of June 30, 1998.
 
 At the end of the first quarter, we closed on an additional $20 million credit
 facility with SouthTrust Bank to bring our total credit facilities to $195
 million with $100.7 million available at June 30, 1998.
 
 
 CAPITAL EXPENDITURES
 
 Revenue generating capital expenditures, or tenant allowances for
 improvements, for the first six months of 1998 were $3.7 million. During 1998,
 we expect to spend a total of approximately $8 million on revenue generating
 capital expenditures. 
 
 Revenue enhancing capital expenditures, or remodeling and renovation costs,
 were $4.6 million for the first six months of 1998.  During 1998, we expect
 to spend a total of approximately $8.3 million for the remodeling of Hamilton
 Place and seven of our community centers. 
 
 Revenue neutral capital expenditures, which are recovered from the tenants,
 were $1.1 million for the first six months of 1998.  During 1998, we expect
 to spend a total of approximately $3.3 million on revenue neutral capital
 expenditures.
 
                                   8

 DIVIDEND INCREASE AND PAYOUT RATIO
 
 The board of directors declared a quarterly dividend of $.465 per share, which
 equates to an annualized dividend of $1.86.  Our payout ratio for the first
 six months of 1998 was 71.6% as compared to 82.2% for the first six months of
 1997.  Had outparcel sales been included in FFO per diluted, fully converted
 share, as NAREIT allows, our payout ratio would have been 67.7% for the first
 six months of 1998 as compared to 75.1% for the first six months of 1997.
 
 During the past 30 years, we have experienced the highs and lows
 in the shopping center business and prospered throughout.  We
 have focused on creating a franchise value for each of our malls
 through selection of prime locations, aggressive
 marketing/management/leasing, and retenanting each of our
 properties.  We feel that if you are selective in your new
 developments and acquisitions, and aggressive in managing your
 properties, opportunities will continue to become available in
 any retail environment and especially in the healthy environment
 that exists today.  We will continue to seek out these
 opportunities.  
 
 
 I would like to note that a transcript of my comments will be filed as a Form
 8K and will be available upon request.  I would now be happy to answer any
 questions you may have. 
 
 
                                   9
 
 
 
                               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
                                  EXECUTIVE VICE PRESIDENT,
                            CHIEF FINANCIAL OFFICER AND SECRETARY
                            (AUTHORIZED OFFICER OF THE REGISTRANT,  
                               PRINCIPAL FINANCIAL OFFICER AND
                                PRINCIPAL ACCOUNTING OFFICER)
                            


 
 DATE:   JULY 30, 1998
 
 
 
 
 
 
 
 
                                 10