UNITED STATES
                       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 11, 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           (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))


                                       1


Item 8.01   Other Events

     CBL & Associates Properties,  Inc. (the "Company") announced today that its
Board of  Directors  has  approved a  two-for-one  stock split of the  Company's
common  stock.  The stock  split  will be  affected  in the form of a 100% stock
dividend.  The record  date for the stock  split  will be June 1,  2005,  with a
distribution  date of June 15, 2005. The stock split will increase the Company's
outstanding  common shares and Operating  Partnership  Units from  approximately
31,469,000  and   25,630,000  to   approximately   62,938,000  and   51,260,000,
respectively.

     The  Company  sought  approval  from  its   shareholders  to  increase  the
authorized  shares of the common stock under the Company's  amended and restated
certificate of incorporation to 180 million from 95 million, in order to provide
a  sufficient  pool from which to issue the stock  dividend.  The  increase  was
approved at the Annual Meeting of Shareholders held on May 9, 2005.

     The press release  announcing  the  two-for-one  stock split 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,  Inc.  Announces
               Two-For-One Stock Split


                                       2




                                    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: May 11, 2005