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):  May 20, 2004



                        CBL & ASSOCIATES PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

        Delaware                        1-12494                  62-154718
(State or Other Jurisdiction     (Commission File Number)    (I.R.S. Employer
of Incorporation)                                            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)




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ITEM 7. Exhibits

Exhibit
Number               Description

99.1                 Press Release Announcing Acquisition of Chapel Hill Mall


ITEM 9. Regulation FD Disclosure

     On May  20,  2004,  CBL &  Associates  Properties,  Inc.  (the  "Company')
announced the  acquisition of Chapel Hill Mall in Akron,  OH, and its associated
center,  Chapel Hill Suburban,  from Forest City Enterprises.  The press release
announcing this acquisition is attached as Exhibit 99.1.

     The  Company  acquired  Chapel  Hill Mall for $78.1  million  in cash.  The
acquisition  is expected to generate an initial yield of 8.3% based upon current
income. CBL has financed $66.5 million of the purchase price for a two-year term
and three one-year extension options at a rate of 100 basis points over LIBOR.

     The information in this Form 8-K and the Exhibits attached hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934, nor shall it be deemed  incorporated  by reference in any filing under the
Securities  Act  1933,  except  as  shall be  expressly  set  forth by  specific
reference in such filing.


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                                    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:  May 20, 2004



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                                                                  Exhibit 99.1
[CBL LETTERHEAD]




Investor Contacts: John Foy                  Media Contact: Deborah Gibb
                   Vice Chairman and CFO                    Director of
                   (423) 855-0001                            Corporate Relations
                                                            (423) 490-8315
                   Kelly Sargent
                   Director of Investor Relations
                   (423) 490-8301

        CBL & ASSOCIATES PROPERTIES EXPANDS PORTFOLIO TO 65 MALLS WITH
                      ACQUISITION OF CHAPEL HILL MALL
            CBL Acquires Akron, Ohio Mall and its Associated Center

CHATTANOOGA, Tenn. (May 20, 2004) - CBL & Associates Properties, Inc. (NYSE:CBL)
today  announced  the  acquisition  of Chapel  Hill Mall in Akron,  OH,  and its
associated center, Chapel Hill Suburban, from Forest City Enterprises.

     The  862,000-square-foot  Chapel Hill Mall is currently 85.6% occupied with
average   mall  shop   sales  of  $307  per  square   foot  in  2003,   and  the
117,000-square-foot associated center is 100% occupied. The primary retail focal
point of eastern  Akron,  the mall is relatively  insulated  from other malls by
geography,  the road  network  and  distance,  located  over  thirty  miles from
Cleveland,  Ohio. Chapel Hill Mall also serves a trade area that includes two of
Ohio's largest universities and dynamic residential and household income growth.
The mall benefits from strong market awareness and an excellent reputation among
shoppers and retailers alike.

     "Chapel  Hill Mall is  another  great  opportunity  for us to create  value
through the deployment of our regional mall expertise,"  said Stephen  Lebovitz,
president  of CBL &  Associates  Properties.  "Building  upon Chapel Hill Mall's
dominance of eastern Akron,  we anticipate  that our aggressive  leasing efforts
will improve the occupancy,  resulting in significant  upside.  In addition,  by
adding new and exciting  retailers,  we believe  Chapel Hill Mall can expand its
market reach beyond the one million residents served in its trade area."

     Originally built in 1966, Chapel Hill Mall underwent a multi-million dollar
enhancement  in 1995,  including  the addition of a 23,000  square foot Carousel
Food Court that features  Akron's only full-size indoor operable  carousel.  The
one-story mall is located on 80 acres at the southwest  intersection of Howe and
Brittain Roads with access to State Route 8 approximately  one mile to the west.
JCPenney,  Kaufmann's  and  Sears  anchor  Chapel  Hill  Mall with more than 100
additional  retailers,  while  Value  City and H.H.  Gregg  anchor  Chapel  Hill
Suburban.


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CBL Acquires Chapel Hill Mall in Akron, OH
Page 2
May 20, 2004

     CBL & Associates Properties, Inc. is one of the top five owners of shopping
centers in North America and the largest owner of malls and shopping  centers in
the Southeast,  ranked by GLA owned.  CBL owns or holds interests in and manages
166 properties, including 65 enclosed regional malls. The properties are located
in   27   states   and   total   67.3    million-square-feet    including    2.0
million-square-feet of non-owned shopping centers managed for third parties. CBL
has   six   projects   under    construction    totaling    approximately    1.4
million-square-feet  including one regional  mall - Imperial  Valley Mall in the
Imperial Valley region of California,  one community center and four expansions.
In  addition  to its office in  Chattanooga,  TN,  CBL has a regional  office in
Boston    (Waltham),    MA.    Additional    information   can   be   found   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.


                                      -END-