Exhibit 10.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        CBL & ASSOCIATES PROPERTIES, INC.


     1. The name of the  corporation  (which is  hereinafter  referred to as the
"Corporation") is CBL & Associates Properties, Inc.

     2.  The  Amended  and  Restated   Certificate  of   Incorporation   of  the
Corporation,  dated November 2, 1993, as amended by the Certificate of Amendment
to the Amended and Restated Certificate of Incorporation,  dated May 8, 1996, as
amended by the Certificate of Amendment to the Amended and Restated  Certificate
of Incorporation,  dated January 31, 2001, as supplemented by the Certificate of
Designation,  dated June 29, 1998, the Certificate of Designation,  dated May 4,
1999, the Certificate of  Designation,  dated June 11, 2002, and the Certificate
of  Decrease,  dated June 26, 2002 (the  "Amended and  Restated  Certificate  of
Incorporation") shall be further amended as provided below.

     3. This  Certificate  of Amendment  has been duly  proposed by  resolutions
adopted and declared  advisable  by the Board of  Directors of the  Corporation,
duly  adopted by the  stockholders  of the  Corporation  and duly  executed  and
acknowledged  by  the  officers  of  the  Corporation  in  accordance  with  the
provisions of Sections 103 and 242 of the General  Corporation  Law of the state
of Delaware.

     4. The text of  Article  IV of the  Amended  and  Restated  Certificate  of
Incorporation is hereby amended as follows:

                                   ARTICLE IV

     Section A of Article IV is hereby  deleted in its entirety and in its place
is inserted the following as Section A of Article IV:

     A. Classes and Number of Shares.

     The  total  number  of  shares of all  classes  of  Equity  Stock  that the
Corporation  shall  have  authority  to issue  is One  Hundred  and Ten  Million
(110,000,000)  shares,  consisting of (i) Fifteen Million (15,000,000) shares of
preferred  stock,  par value $.01 per share (the  "Preferred  Stock"),  and (ii)
Ninety-Five  Million  (95,000,000)  shares of common  stock,  par value $.01 per
share (the "Common Stock").

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     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be signed by its Chairman of the Board and Chief Executive  Officer
and attested to by its Secretary this 23rd day of June, 2003.




                                            CBL & ASSOCIATES PROPERTIES, INC.


                                            BY:      \s\ Charles B. Lebovitz
                                                     Charles B. Lebovitz
                                                     Chairman of the Board
                                                     and Chief Executive Officer



                  Attest:  \s\ Stephen D. Lebovitz
                           Stephen D. Lebovitz
                           Secretary


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