8-K

                                  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): November 1, 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 8.01   Other Events

     On November 1, 2005,  CBL & Associates  Properties,  Inc.  (the  "Company")
issued a press  release,  which is furnished  as Exhibit  99.1 and  incorporated
herein by  reference,  announcing  that the  Company's  Board of  Directors  had
approved a $60.0 million common stock repurchase plan.


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 Announces  Board Approval Of $60.0 Million Common Stock
     Repurchase Plan











                                    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 thereunto duly authorized.



                                       CBL & ASSOCIATES PROPERTIES, INC.


                                                   /s/ John N. Foy
                                      -----------------------------------------
                                                     John N. Foy
                                                    Vice Chairman,
                                               Chief Financial Officer and
                                                       Treasurer





Date: November 1, 2005

EX-99

                                                                    Exhibit 99.1

               [LETTERHEAD OF CBL & ASSOCIATES PROPERTIES, INC.]



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


              CBL ANNOUNCES BOARD APPROVAL OF $60.0 MILLION COMMON
                              STOCK REPURCHASE PLAN

CHATTANOOGA, Tenn. (November 1, 2005) - CBL & Associates Properties, Inc. (NYSE:
CBL) today  announced that its Board of Directors has authorized a $60.0 million
common stock  repurchase  plan  effective  through  December 31, 2006. Any stock
repurchases  will be made from time to time  through open market  purchases,  in
accordance  with Securities and Exchange  Commission  safe harbors,  and will be
funded through the Company's  available cash and lines of credit. The timing and
price of any stock  repurchases will be determined by the market value in effect
from time to time for the Company's  common stock.  The Company is not obligated
to repurchase  any shares of stock under the plan, and the Company may terminate
the stock repurchase plan at any time.

     The stock  repurchase  plan was  adopted to provide  the  Company  with the
opportunity to repurchase shares  relatively  equivalent to the Series K Special
Common  Units  (KSCUs)  expected to be issued in  connection  with the  recently
executed  agreement  to  purchase a  portfolio  of three  malls,  located in the
Midwest, from a group of investors. The KSCUs are exchangeable for shares of the
Company's  common stock on a one-for-one  basis and will be issued at a value of
$47.50 per underlying share of common stock.

     CBL is one of the largest and most  experienced  owners and  developers  of
malls and  shopping  centers in the  country.  CBL owns,  holds  interests in or
manages 123  properties,  including  73  regional  malls/open-air  centers.  The
properties are located in 24 states and total 68.0 million square feet including
2.0 million square feet of non-owned shopping centers managed for third parties.
CBL currently has nine projects under  construction  totaling 2.2 million square
feet  including  open-air  shopping  centers  located  in  Ft.  Myers,  FL,  and
Stillwater, OK, two community centers, an associated center 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 cblproperties.com.

     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.