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):  July 19, 2005


                        CBL & ASSOCIATES PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

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

         On July 19, 2005, CBL & Associates Properties, Inc. (the "Company")
announced that it has entered into definitive agreements whereby the Company
will transfer its 8.4% equity interest in Galileo America, LLC ("Galileo"), a
joint venture between the Company and Galileo America Inc., to Galileo.
Additionally, the Company's management and advisory contracts with Galileo will
be purchased by New Plan Excel Realty Trust, Inc. (NYSE: NXL), a shopping center
REIT. The Company will receive a total consideration of approximately $100.0
million related to these transactions, which are expected to close in August.

         The Company's press release announcing these transactions is attached
as Exhibit 99.1. On July 20, 2005, the Company held a conference call to discuss
the transactions announced in the press release. The transcript of the
conference call is attached as Exhibit 99.2.


Item 9.01   Financial Statements and Exhibits

(a)      Financial Statements of Businesses Acquired

     Not applicable

(b)      Pro Forma Financial Information

     Not applicable

(c)      Exhibits

     99.1     Press Release - CBL & Associates Properties Enters into Definitive
              Agreements to Sell Joint Venture Interest and Management and
              Advisory Contracts with Galileo America

     99.2     Investor Conference Call Script - July 20, 2005






                                    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: July 20, 2005