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): June 8, 2009

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-1545718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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 7.01 Regulation FD Disclosure.

On June 8, 2009, CBL & Associates Properties, Inc. (the “Company”) announced that it plans to sell 50,000,000 shares of newly issued common stock in an underwritten public offering pursuant to its effective shelf registration statement previously filed with the Securities and Exchange Commission. In addition, the Company intends to grant the underwriters a 30-day option to purchase up to 7,500,000 additional shares of common stock at the public offering price, less the underwriting discount.

The Company’s press release is attached as Exhibit 99.1 hereto.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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 Announces Common Stock Offering

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

Date: June 8, 2009

EX-99

Exhibit 99.1

Contact: Katie Reinsmidt, Vice President- Corporate Communications and Investor Relations, 423.490.8301, katie_reinsmidt@cblproperties.com

_________________________________________________________________________________

CBL & ASSOCIATES PROPERTIES ANNOUNCES COMMON STOCK OFFERING

CHATTANOOGA, Tenn. (June 8, 2009) - CBL & Associates Properties, Inc. (NYSE: CBL) today announced that it plans to sell 50,000,000 shares of newly-issued common stock in an underwritten public offering. The underwriters will be granted a 30-day option to purchase up to an additional 7,500,000 shares of common stock.

This offering is being made pursuant to an effective shelf registration statement filed by CBL with the Securities and Exchange Commission. Merrill Lynch & Co. and Wachovia Securities are acting as joint book-running managers for the offering.

The company intends to use the net proceeds from the offering to repay outstanding borrowings under its credit facilities and for general corporate purposes.

To obtain a copy of the prospectus and the preliminary prospectus supplement for this offering, please contact: Merrill Lynch & Co., Attention: Prospectus Department, 4 World Financial Center, New York, New York 10080, telephone: (212) 449-1000; or Wachovia Capital Markets, LLC, 375 Park Avenue, New York, New York 10152, telephone: (800) 326-5897.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The offering may be made only by means of a prospectus supplement and the related prospectus.

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CBL & Associates Properties, Inc. Announces Common Stock Offering

Page 2

June 8, 2009

About CBL & Associates Properties, Inc.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 159 properties, including 88 regional malls/open-air centers. The properties are located in 27 states and total 86.0 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has four projects under construction totaling 2.4 million square feet including The Promenade in D'Iberville, MS; Settlers Ridge in Pittsburgh, PA; The Pavilion at Port Orange in Port Orange, FL; and one open-air center. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas, TX, and St. Louis, MO.

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 results, 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 information under the caption “Supplemental Risk Factors” in the preliminary prospectus supplement for the offering announced hereby and the information under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K for the year ended December 31, 2008 and in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, for a discussion of such risks and uncertainties.

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