Filed pursuant to Rule 424(b)(3)
                                                          File Number 333-131092


PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 18, 2006)


                        CBL & Associates Properties, Inc.


                                EXPLANATORY NOTE

     This  Prospectus  Supplement  is being  filed  solely  for the  purpose  of
updating the "Calculation of Registration Fee" table contained on the cover page
of the registration  statement (File No.  333-131092)  filed by CBL & Associates
Properties,  Inc.  with the  Securities  and Exchange  Commission on January 18,
2006, by correcting an error in Footnote (6) to the original table.


                         CALCULATION OF REGISTRATION FEE





                                                    Amount            Proposed Maximum      Proposed Maximum          Amount of
          Title of Each Class of                     to Be             Offering Price           Aggregate         Registration Fee
        Securities to Be Registered               Registered          Per Security (1)       Offering Price              (6)

                                                                                                            
Preferred Stock (par value $.01 per share)(2)

Common Stock (par value $.01 per share)(3)

Depositary Shares, representing Preferred Stock
(par value $.01 per share)(4)

Common Stock Warrants Units (5)



(1)  An  indeterminate  aggregate  offering  price or number of each  identified
     class is being  registered  as may  from  time to time be at  indeterminate
     prices.  Separate  consideration  may or may not be received for securities
     that are issuable on exercise,  conversion or exchange of other  securities
     or that are  issued  in units  or  represented  by  depositary  shares.  In
     accordance  with Rules  456(b) and  457(r),  the  Registrant  is  deferring
     payment  of all of the  registration  fee,  except as set forth in note (6)
     below  with  respect  to fees  carried  over  from the  Registrant's  prior
     Registration Statement on Form S-3 (File No. 333-104882).
(2)  There is being registered  hereunder an  indeterminate  number of shares of
     Preferred Stock as may be sold from time to time by the Registrant.
(3)  There is being registered  hereunder an  indeterminate  number of shares of
     Common Stock as may be sold from time to time by the Registrant, as well as
     an  indeterminate  number of shares of Common Stock that may be offered and
     sold  from  time  to  time  for the  account  of  persons  other  than  the
     Registrant.  There are also being  registered  hereunder  an  indeterminate
     number of shares of Common  Stock as shall be  issuable  upon  exercise  of
     Common  Stock  Warrants  or  conversion  of  Preferred   Stock   registered
     hereunder.
(4)  To be  represented  by  Depositary  Receipts  representing  an  interest in
     Preferred Stock.
(5)  There is being registered an indeterminate amount and number of Units to be
     issued  under a unit  agreement,  representing  an  interest in two or more
     securities, which may or may not be separable from one another.
(6)  Pursuant to Rule 457(p) under the Securities Act of 1933, any  registration
     fee due in connection with securities  offered or to be offered pursuant to
     this  registration  statement is offset by the unused  registration fees in
     the  amount of  $22,004.80  paid in  connection  with the  registration  of
     $272,000,000 of securities by CBL & Associates Properties, Inc. pursuant to
     the  Registrant's  prior  Registration  Statement  on Form  S-3  (File  No.
     333-104882) filed on May 1, 2003.



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            The date of this Prospectus Supplement is June 14, 2006.