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): October 17, 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))





ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     CBL & Associates  Properties,  Inc. ("CBL")  announced on October 17, 2005,
that it had  entered  into  definitive  agreements  to acquire  three malls from
Copaken,  White & Blitt  and  affiliates.  CBL will  purchase  Oak Park  Mall in
Overland Park (Kansas City), KS; Hickory Point Mall in Decatur, IL; and Eastland
Mall in  Bloomington,  IL, for a total  consideration  of  approximately  $516.9
million, including estimated closing costs. The transaction is expected to close
in November, subject to customary closing conditions.

     CBL will fund the acquisition through $79.3 million of cash, the assumption
of  approximately  $386.0  million  of new  long-term,  fixed-rate  non-recourse
mortgage debt and the issuance of $51.7 million of Series K Special Common Units
("K-SCUs")   of  CBL  &   Associates   Limited   Partnership   (the   "Operating
Partnership").

     The  K-SCUs  will be issued  based on an  agreed-upon  value of $47.50  per
K-SCU. The K-SCUs will pay a dividend at a rate of 6.0%, or $2.85 per K-SCU, for
the first year following the close of the transaction and 6.25%, or $2.96875 per
K-SCU,  thereafter.  CBL will issue  approximately 1.09 million K-SCUs. When the
quarterly  distribution  on CBL's  common  stock  exceeds  the  quarterly  K-SCU
distribution   for  four   consecutive   quarters,   the  K-SCUs  will   receive
distributions  thereafter  at the rate equal to that paid on CBL's common stock.
At any time following the first  anniversary of the closing date, the holders of
the K-SCUs may exchange them, on a one-for-one basis, for shares of CBL's common
stock or, at CBL's election, their cash equivalent.

     Apart from the transactions  described herein,  CBL and its affiliates have
no other material relationships with the sellers or any of their affiliates.

     The press release announcing this transaction 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


99.1 Press Release - CBL & Associates Properties To Acquire Three-Mall Portfolio
     For $516.9 Million








                                    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/ Farzana K. Mitchell
                               ------------------------------------------
                                           Farzana K. Mitchell
                                    Senior Vice President - Finance






Date: October 21, 2005