Filed Pursuant to Rule No. 424(b)(3)
                                         Registration No. 333-47041 

                      CBL & ASSOCIATES PROPERTIES, INC.
 
    SUPPLEMENT
    (TO PROSPECTUS SUPPLEMENT DATED JUNE 22, 1998
    AND ACCOMPANYING PROSPECTUS DATED MARCH 23, 1998)
 
      Please be advised that the Prospectus Supplement dated June 22,
    1998 (the "Prospectus Supplement") contains certain errors in
    setting forth data for the years ended December 31, 1997 and
    December 31, 1996 in the table captioned "Summary of Selected
    Financial Data" on page S-7. Funds from operations--Operating
    Partnership for the year ended December 31, 1997 (in thousands) was
    $76,514. Funds from operations--Operating Partnership, funds from
    operations allocable to the Company and funds from operations per
    share for the year ended December 31, 1996 (in thousands, except per
    share data) were $63,044, $43,498 and $2.08, respectively. In
    addition, the Prospectus Supplement contains certain errors in
    setting forth fixed charges for the three months ended March 31,
    1998 in the table captioned "Ratios of Earnings to Fixed Charges and
    Preferred Stock Dividends" on page S-10. Capitalized interest for
    the three months ended March 31, 1998 (in thousands) was $1,161, and
    accordingly, total fixed charges for such period (in thousands) were
    $15,692 and the ratio of earnings to combined fixed charges and
    preferred stock dividends for such period was 1.94x.
 
    JUNE 26, 1998