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): November 22, 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        (I.R.S. Employer
      of Incorporation)                Number)           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)


 Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))







     Item 2.03 Creation of a Direct Financial  Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant

     On November 22, 2004,  CBL & Associates  Properties,  Inc. (the  "Company")
borrowed an additional  $199.0 million under the $400 million  unsecured  credit
facility  between the Company and Wells Fargo Bank as  Administrative  Agent and
Co-Lead  Arranger;  KeyBank  as  Syndication  Agent and  Co-Lead  Arranger;  and
Wachovia Bank and U.S. Bank as Co-Documentation Agents.  Additional participants
include LaSalle Bank,  National City Bank of Kentucky,  Societe  General,  Union
Bank of  California,  and PNC Bank.  The Company  has  customary  corporate  and
commercial banking relationships with several of the lenders and agents.

     This advance,  which brought our total outstanding  indebtedness  under the
facility  to $368.8  million,  was used to  finance  the cash  component  of the
purchase price for our acquisition of two regional malls: Mall del Norte located
in Laredo,  Texas and Northpark  Mall located in Joplin,  Missouri.  The Company
issued a press release related to this acquisition on November 22, 2004.

     The  facility,  which  matures  on August  27,  2006,  has  three  one-year
extensions at the Company's  option and bears  interest based on leverage in the
range of 100 to 145 basis  points  over LIBOR.  The Company may prepay  advances
under the credit  facility at any time  without  premium or penalty,  and pays a
facility fee on the unused portion of the commitment  under the credit  facility
and certain other fees. If at any time the total outstanding advances exceed the
total committed amount, we may be required to repay the excess advances.

     So long as no event  of  default  exists,  we have  the  right  to  request
increases in the aggregate amount of the commitment  provided that the aggregate
commitment shall not exceed $500 million.  The credit facility  contains,  among
other  restrictions,  certain financial  covenants  including the maintenance of
certain financial coverage ratios and minimum net worth requirements. The credit
facility  includes usual and customary  events of default for facilities of this
nature (with  applicable  customary  grace periods) and provides that,  upon the
occurrence  and  continuation  of an event of  default,  payment of all  amounts
outstanding  under the  credit  facility  may be  accelerated  and the  lenders'
commitments may be terminated.

     On November  24,  2004,  the Company  obtained a mortgage  loan on Mall del
Norte  and  used  the net  proceeds  of  $113.3  million  to  repay  outstanding
borrowings on the $400 million unsecured credit facility.

     The credit  facility  agreement  was filed as Exhibit  10.1 to our  Current
Report on Form 8-K dated August 27, 2004.















                                    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.


                                                /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: November 29, 2004