Exhibit 10.5.6

                                                   Adopted by Board of Directors
                                                                October 29, 2003

                                  AMENDMENT #1
                                       TO
                            THE AMENDED AND RESTATED
                                         CBL & ASSOCIATES PROPERTIES, INC.
                              STOCK INCENTIVE PLAN


     WHEREAS,  the CBL & Associates  Properties,  Inc. 1993 Stock Incentive Plan
was adopted by the Company on October 27, 1993 as amended by Amendment  No. 1 on
May 1, 1996,  by Amendment No. 2 on May 3, 2000 and by Amendment No. 3 on May 7,
2002 (collectively, the "Initial Plan");


     WHEREAS,  pursuant to the  recommendation  of the Board of Directors of the
Company, the Company's stockholders,  on May 5, 2003, approved the amendment and
restatement  of the Initial  Plan on the terms of the Amended and Restated CBL &
Associates  Properties,  Inc.  Stock  Incentive  Plan (the "Amended and Restated
Plan") and the Initial Plan was  thereupon  amended and restated on the terms of
the Amended and Restated Plan; and

     WHEREAS,  the Board of  Directors of the Company has deemed it advisable to
amend the Amended and  Restated  Plan to allow for  greater  flexibility  in the
determination  of compensation  for  Non-Employee  Directors,  as defined in the
Amended and Restated Plan;

     WHEREAS, the Board of Directors has received the advice of counsel that the
amendment of the Amended and Restated  Plan on the terms set forth herein should
not be deemed a "material"  amendment  requiring  the approval of the  Company's
stockholders.

     Pursuant to the  determination of the Board of Directors of the Company and
by resolution  dated October 29, 2003,  the Amended and Restated Plan is amended
by the following provisions:

Section 13 of the Amended and  Restated  Plan is deleted in its entirety and the
following Section 13 is inserted in lieu thereof:


     SECTION 13. Non-Employee  Director Stock Options and Non-Employee  Director
     Shares.

                       (a) Each director of the Company who is not otherwise an
      employee of the Company or any Subsidiary or Affiliate from and after the
      effective date of the Plan (a "Non-Employee Director") shall, on each
      December 31 during such Non-Employee Director's term, automatically be
      granted, either, in the discretion of the Compensation Committee,

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                           (i) Non-Qualified Stock Options to purchase 500
                  shares of Common Stock having an exercise price per share
                  equal to 100% of the Fair Market value of the Common Stock at
                  the Date of Grant of such Non-Qualified Stock Option or

                           (ii) Non-Employee Director Shares, as defined below,
                  in an amount not to exceed 100 shares of Non-Employee Director
                  Shares per grant per year.

                  Each such Non-Employee Director, upon joining the Board, shall
also be awarded 500 shares of Common Stock (such initial grant of Common Stock
and shares of Common Stock awarded pursuant to Subsection (ii) of this Section
13 are herein referred to as "Non-Employee Director Shares"). Non-Employee
Director Shares shall be fully vested upon grant, but may not be sold, pledged,
or otherwise transferred in any manner during a Non-Employee Director's term and
for one year thereafter. The Compensation Committee may require that such shares
bear an appropriate legend evidencing such transfer restrictions. The
Compensation Committee may determine to grant the Awards set forth above on
January 1 of a year in lieu of December 31.

                       (b) An automatic Non-Employee Director Stock Option or
      award of additional Non-Employee Director Shares shall be granted
      hereunder only if as of each Date of Grant (or, in the case of any initial
      grant, from and after the effective date of the Plan) the Non-Employee
      Director (i) is not otherwise an employee of the Company or any Subsidiary
      or Affiliate, (ii) has not been an employee of the Company or any
      Subsidiary or Affiliate for any part of the preceding fiscal year and
      (iii) has served on the Board continuously since the commencement of his
      term.

                       (c) Each holder of a Stock Option granted pursuant to
      this Section 13 shall also have the rights specified in Section 5(a).

                       (d) In the event that the number of shares of Common
      Stock available for future grant under the Plan is insufficient to make
      all automatic grants required to be made on such date, then all
      Non-Employee Directors entitled to a grant on such date shall share
      ratably in the number of options on shares available for grant under the
      Plan and/or shall share ratably in the number of shares available for
      grant under the Plan.

                       (e) Except as expressly provided in this Section 13, any
      Stock Option granted hereunder shall be subject to the terms and
      conditions of the Plan as if the grant were made pursuant to Section 5(a)
      hereof.

                       (f) Awards granted under this Section 13 shall be subject
      to any applicable restrictions set forth in Section 14(a) below.


All other terms and provisions of the Amended and Restated Plan shall remain as
stated therein and this Amendment #1 shall be effective as of October 29, 2003.


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