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): February 2, 2005



                        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)

 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 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

     On February 2, 2005,  CBL & Associates  Properties,  Inc.  (the  "Company")
announced the  appointment of Mr. Matthew S. Dominski to its Board of Directors.
He will be filling the un-expired term of Mr. William J. Poorvu, former Director
of CBL, which will expire in 2006.  Mr. Poorvu retired from the Company's  Board
of Directors in July 2004. The Board of Directors  plans to appoint Mr. Dominski
to the Company's Audit Committee at the Board's annual meeting in May.

     The Company's  press release  announcing the appointment of Mr. Dominski to
its Board of Directors is attached as Exhibit 99.1.


Item 9.01         Financial Statements and Exhibits

(a)  Financial Statements of Businesses Acquired

     Not applicable

(b)  Pro Forma Financial Information

     Not applicable

(c)  Exhibits

Exhibit
Number                         Description

99.1     Press Release - CBL & Associates Properties Announces Addition of Matt
         Dominski To Board Of Directors








                                    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: February 2, 2005



                                                                Exhibit 99.1

                 [CBL & ASSOCIATES PROPERTIES, INC LETTERHEAD]


Investor Contact: Katie Knight
                  Director of Investor Relations
                  (423) 490-8301

       CBL & ASSOCIATES PROPERTIES ANNOUNCES ADDITION OF MATT DOMINSKI TO
                               BOARD OF DIRECTORS

CHATTANOOGA, Tenn. (February 2, 2005) - CBL & Associates Properties, Inc. (NYSE:
CBL) today  announced  the  appointment  of Mr.  Matt  Dominski  to its Board of
Directors.  Mr.  Dominksi will be filling the un-expired  term of Mr. William J.
Poorvu,  former  Director of CBL,  which will expire in 2006. Mr. Poorvu retired
from CBL's Board of Directors in July 2004.

     Mr.  Dominski  is  joint-owner  of  Polaris  Capital,  LLC  a  real  estate
investment  firm  located  in the  Chicago  suburb of  Winnetka,  Illinois.  Mr.
Dominski has a strong  background in the real estate industry having served from
1982 through 2000 in various  executive  positions,  including  Chief  Executive
Officer  at  Urban  Shopping  Centers,  Inc.  and its  predecessor,  JMB  Retail
Properties  Company.  Urban  Shopping  Centers was  formerly  one of the largest
regional mall property companies in United States and was a publicly traded real
estate  investment  trust (REIT)  listed on the New York Stock  Exchange and the
Chicago  Exchange.  Mr. Dominski  served as President of Urban Shopping  Centers
after its  purchase  by Rodamco  North  America in 2000 until his  formation  of
Polaris  Capital,  LLC in 2002.  Mr.  Dominski  was a member of ICSC's  Board of
Trustees  from 1998 until  2004.  A graduate of Trinity  College,  he received a
Bachelor of Arts degree in Economics and earned his M.B.A from the University of
Chicago in 1978.

     "We are  delighted  with the addition of Matt to our Board of Directors and
believe his talents and skills will  compliment  and  reinforce the strengths of
our Board," stated Charles B. Lebovitz,  chairman and chief executive officer of
CBL & Associates Properties, Inc. "Matt's experience as CEO of a publicly traded
REIT  has  allowed  him  to  garner   unique  and  valuable   insight  into  the
opportunities and issues specific to a public real estate company. He will bring
meaningful  perspective to our Board and we look forward to his  contribution to
the continued success of our company."

     CBL & Associates Properties,  Inc. is the fourth largest mall REIT in North
America and the largest  owner of malls and shopping  centers in the  Southeast,
ranked by GLA owned.  CBL owns,  holds  interests in or manages 170  properties,
including 69 enclosed  regional  malls.  The properties are located in 28 states
and  total  73.0   million-square-feet   including  2.0  million-square-feet  of
non-owned shopping centers managed for third parties. CBL has ten projects under
construction  totaling  approximately  1.9  million-square-feet   including  one
regional  mall  -  Imperial  Valley  Mall  in  the  Imperial  Valley  region  of
California,  an open-air  shopping  center in Southaven  (Memphis,  TN), MS, one
associated center,  three community centers 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.

                                   -CONTINUE-



CBL Press Release
February 2, 2005
Page 2


     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-