8-K

                   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:
                                  June 26, 2003
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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 Number)
incorporation)

              2030 Hamilton Place Boulevard, Chattanooga, TN 37421
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                    (Address of principal executive offices)


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








                                        1





ITEM 5. Other Events

     On July  25,  2003,  CBL &  Associates  Properties,  Inc.  (the  "Company")
announced  that  on June  26,  2003,  the  Company  had  entered  into  purchase
agreements to acquire 100% of four regional  shopping  malls owned by affiliates
of Faison Enterprises:  Cross Creek Mall in Fayetteville,  North Carolina, River
Ridge Mall in Lynchburg,  Virginia, Southpark Mall in Colonial Heights, Virginia
and Valley View Mall in Roanoke, Virginia. The total purchase price for the four
malls is $340,000,000  which includes the Company's  assumption of approximately
$170,000,000  of nonrecourse  debt with an average annual fixed rate of interest
of 7.71%.  The four malls  comprise an aggregate of 3.25 million square feet and
as of April 1, 2003, had a weighted  average  occupancy rate of 90.3%. We expect
to close the  acquisitions of the four malls in the third and fourth quarters of
2003. The press release announcing these agreements is attached as exhibit 99.1.












                                    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
                                              Vice Chairman,
                                Chief Financial Officer and Treasurer
                               (Authorized Officer of the Registrant,
                                Principal Financial Officer and
                                  Principal Accounting Officer)








                               Date: August 15, 2003






                                  EXHIBIT INDEX

Exhibit
Number            Description
99.1     Press Release - Dated July 25, 2003

EX-99

               [Letterhead of CBL & Associates Properties, Inc.]
                          [2030 Hamilton Place Blvd.,]
                          [Chattanooga, TN 37421-6000]




Contact: John Foy
                  Vice Chairman and CFO
                  (423) 855-0001


                CBL & ASSOCIATES PROPERTIES TO ACQUIRE FOUR MALLS
                    FROM FAISON ENTERPRISES FOR $340 MILLION

CHATTANOOGA, Tenn. (July 25, 2003) - CBL & Associates Properties, Inc.
(NYSE:CBL) today announced that it has entered into separate agreements to
acquire four regional malls from partnerships managed by Faison Enterprises for
a total consideration of $340 million, including cash and the assumption of $170
million of non-recourse fixed-rate debt with an average interest rate of 7.71%.
The acquisition of these four regional malls is expected to generate an initial
yield of 8.56% based upon current income. The Company expects the transaction to
close in at least two separate transactions beginning in the third quarter of
2003.

         CBL will acquire the following regional malls: Cross Creek Mall in
Fayetteville, North Carolina, a 1,054,034-square-foot property, currently 94.7%
occupied and anchored by Belk, Hecht's, JCPenney and Sears; River Ridge Mall in
Lynchburg, Virginia, a 784,775-square-foot mall, currently 90.3% occupied and
anchored by Belk, Hecht's, JCPenney, Sears and Value City; Southpark Mall in
Colonial Heights, Virginia, a 626,806-square-foot mall, currently 96.0% occupied
and anchored by Dillard's, Hecht's, JCPenney and Sears; and Valley View Mall,
located in Roanoke, Virginia, a 787,255-square-foot mall, currently 82.1%
occupied and anchored by Belk, Hecht's, JCPenney and Sears.

         Commenting on the expected acquisition, Charles B. Lebovitz, chairman
and chief executive officer of CBL, said, "This acquisition is a perfect fit for
us. Faison developed these four properties and has done an excellent job in
managing them and keeping the malls up to date. These properties share many
similarities to our other 55 regional malls, such as dominant franchises in
middle markets, future expansion and leasing opportunities, strong anchor
lineups and mall sales averaging $319 per square foot. With CBL malls and
shopping centers in close proximity to these properties, we will be able to
leverage our familiarity with the markets as well as create greater efficiencies
and growth opportunities."

         CBL & Associates Properties, Inc. has 55 enclosed regional malls in its
portfolio of 161 properties in 25 states totaling 59.4 million square feet
including 2.0 million square feet of non-owned shopping centers managed for
third parties. The Company has four projects under construction totaling
approximately 1.6 million square feet, including one mall - Coastal Grand -
Myrtle Beach, SC, one associated center and two community centers plus six mall
renovations. Also, the Company recently announced plans to develop Imperial
Valley Mall in El Centro, CA. In addition to its office in Chattanooga, TN, the
Company has a regional office in Boston (Waltham), MA. The Company can be found
on the Internet at www.cblproperties.com.

         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.


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