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): May 9, 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)           Indeitification 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))


                                       1


Item 1.01   Entry Into a Material Definitive Agreement

Restricted Common Stock Grants
------------------------------

     The Amended and Restated Stock Incentive Plan (the "Stock  Incentive Plan")
of CBL & Associates  Properties,  Inc. (the "Company") provides the Compensation
Committee of the Company's  Board of Directors  with the  flexibility to utilize
stock options,  restricted  stock grants and other forms of equity  compensation
awards to include in the compensation of the Company's  officers,  employees and
directors  incentives  that are  linked  to the long term  profitability  of the
Company's businesses and to increases in stockholder value, thereby promoting an
identity of interest between stockholders and the Company's officers,  employees
and  directors.  In  accordance  with  these  purposes,  on  May  9,  2005,  the
Compensation  Committee  approved  grants of  restricted  stock to the Company's
officers and employees for 2005.  Included in the grants approved on May 9, 2005
were the following  restricted stock awards to those  individuals who qualify as
"named  executive  officers"  (pursuant  to Item  402(a)(3)  of  Securities  and
Exchange Commission Regulation S-K):


         Name:                                      Title:                            Number of Shares Granted:
-------------------------          ----------------------------------------           ------------------------ 
                                                                                            
Charles B. Lebovitz                Chairman of the Board and                                   10,000
                                   Chief Executive Officer

John N. Foy                        Vice Chairman of the Board, Chief                           10,000
                                   Financial Officer and Treasurer

Stephen D. Lebovitz                Director, President and Secretary                           10,000

Eric P. Snyder                     Senior Vice President and                                    2,000
                                   Director of Corporate Leasing

Augustus N. Stephas                Senior Vice President - Accounting                           2,000
                                   and Controller


     Each of these  grants of  restricted  stock  will be subject to a five year
vesting  schedule,  and to the other  terms  and  conditions  prescribed  in the
Company's Form of Stock  Restriction  Agreement for 2004 and subsequent years, a
copy of which is filed as an exhibit to this report.


2005 Base Salaries for Named Executive Officers
-----------------------------------------------

     The  Compensation  Committee  also confirmed the following 2005 Base Salary
levels for each of the Company's named executive officers:


         Name:                                      Title:                                2005 Base Salary:
------------------------------     ---------------------------------------                ---------------- 
                                                                                             
Charles B. Lebovitz                Chairman of the Board and                                  $542,526
                                   Chief Executive Officer

John N. Foy                        Vice Chairman of the Board, Chief                          $466,320
                                   Financial Officer and Treasurer

Stephen D. Lebovitz                Director, President and Secretary                          $450,000

Eric P. Snyder                     Senior Vice President and                                  $426,000
                                   Director of Corporate Leasing

Augustus N. Stephas                Senior Vice President - Accounting                         $436,600
                                   and Controller


                                       2


     Each of Charles  B.  Lebovitz,  John N. Foy and  Stephen  D.  Lebovitz  are
parties to deferred  compensation  agreements  issued under the Stock  Incentive
Plan,  pursuant to which the amounts  representing  annual  increases over their
base salaries since 1995 are paid in quarterly  installments  in the form of the
Company's Common Stock rather than cash.


Approval of 2005 Executive Bonus Opportunities
----------------------------------------------

     The  Compensation  Committee also approved the criteria or matters pursuant
to which designated  Company executives will be eligible to earn bonuses for the
2005 fiscal year.  The amount of the bonus paid to each  executive will be based
upon the successful  continuation  and/or completion of development,  financing,
leasing and re-leasing, temporary leasing, sponsorships, management, accounting,
marketing, remodelings,  expansions, peripheral property sales, acquisitions and
joint ventures with respect to the Company and its properties  identified by the
Compensation   Committee  as  being  within  each  such  executive's   areas  of
responsibility.  Three of the  executives  covered by these bonus  criteria  are
named  executive  officers  of the  Company.  The  potential  bonuses  that  the
Compensation  Committee  provided that such named executive  officers could earn
pursuant to the above-stated  criteria or matters are as follows:  John N. Foy -
$575,000;  Stephen D.  Lebovitz - $575,000;  and Eric P. Snyder - $300,000.  The
actual  amount  of any  bonus  payouts  will  be  dependent  on  the  successful
continuation  or  completion  of the  projects  or matters  upon which each such
officer's bonus is based, as well as the officer's continued employment with the
Company at such time.

     In addition to the potential  bonus levels  approved as described above for
certain officers, the Compensation Committee also approved a separate allocation
of up to an aggregate of  $1,000,000 to be available as bonus  compensation  for
payment to three designated senior executives,  with the actual bonuses for such
officers  to be  determined  during  the  fourth  quarter of 2005 based upon the
Compensation  Committee's  evaluation of such officers'  performance  during the
year.  Two of the officers  for whom any fiscal 2005 bonuses will be  determined
pursuant to this method are named  executive  officers,  Charles B. Lebovitz and
Augustus N. Stephas.

     In the case of both of the bonus mechanisms  described above for 2005, each
officer who  receives a bonus will have the option of  electing  whether to have
his or her  bonus  paid in cash  or in  shares  of the  Company's  Common  Stock
pursuant to the terms of the Stock  Incentive  Plan. The number of shares issued
with  respect to any bonus that an  officer  elects to receive in the  Company's
Common Stock will be determined based on the market value of the Common Stock on
the date when such bonus becomes payable.


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
         --------------        ---------------------------------------------
         10.5.9                Form of Stock Restriction Agreement for 
                               restricted stock awards in 2004 and subsequent
                               years.

                                       3




                                    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
                                     (Authorized Officer of the Registrant,
                                        Principal Financial Officer and
                                          Principal Accounting Officer)


Date: May 13, 2005