Securities Exchange Act of 1934 -- Form 8-K

                             Washington, D.C. 20549

                                    FORM 8-K


                                 Date of Report:

                                  May 13, 2002

                        CBL & ASSOCIATES PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

Delaware                          1-12494                     62-1545718
----------------------       --------------------      ------------------------
(State or other                 (Commission                  (IRS Employer
jurisdiction of                  File Number)            Identification Number)

              2030 Hamilton Place Boulevard, Chattanooga, TN 37421
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (423) 855-0001

Item 4.  Changes in Registrant's Certifying Accountant.

     The Audit Committee of the Board of Directors (the "Audit Committee") of
CBL & Associates Properties, Inc. (the "Company") annually considers and
recommends to the Board of Directors the selection of the Company's independent
public accountants. As recommended by the Audit Committee, the Board of
Directors on May 7, 2002 dismissed its independent auditors, Arthur Andersen LLP
("Andersen"), in view of recent developments relating to Andersen, and engaged
Deloitte and Touche LLP to serve as the Company's independent public accountants
and to audit the Company's financial statements for the fiscal year ending
December 31, 2002. The determination to change independent public accountants
followed the Company's decision to seek proposals from independent public
accountants to audit the Company's financial statements for the fiscal year
ended December 31, 2002.

     Andersen's reports on the Company's consolidated financial statements for
the two most recent fiscal years ended December 31, 2001 and December 31, 2000
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

                  During the two most recent fiscal years ended December 31,
2001 and December 31, 2000, and the subsequent interim period through the date
of this Form 8-K, there were (i) no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such years, and
(ii) no reportable events, as listed in Item 304(a) (1) (v) of Regulation S-K.

                  The Company provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Andersen's letter, dated May
13, 2002, stating its agreement with such statements.

                  During the two most recent fiscal years ended December 31,
2001 and December 31, 2000, the Company did not consult Deloitte & Touche LLP
with respect to any of the matters or events set forth in Item 304(a) (2) (i)
and (ii) of Regulation S-K.


     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.


                          /c/ 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, 2002

Item 7.  Financial Statements and Exhibits

Number            Description

16                Letter from Arthur Andersen LLP to the Securities and Exchange
                  Commission dated  May 13, 2002.

99.1              Press Release dated  May 10, 2002.

     Exhibit 16

                        [ARTHUR ANDERSEN LLP LETTERHEAD]
                                 Republic Center
                              633 Chestnut Street
                             Chattanooga. TN 37450

May 13, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read the first four paragraphs of Item 4 included in the Form 8-K dated
May 13, 2002 of CBL & Associates Properties, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.

                                                         Very truly yours,

                                                     /s/ Rob Fleshman

                                                  ARTHUR ANDERSEN LLP Partner

cc:       John N. Foy, Vice Chairman & Chief Financial
           Officer, CBL & Associates Properties, Inc.

Exhibit 99.1

               [Letterhead of CBL & Associates Properties, Inc.]
                          2030 Hamilton Place Boulevard
                           Chattanooga, TN 37421-6000

Contact: John Foy
         Vice Chairman and CFO
         (423) 855-0001


     CHATTANOOGA,  Tenn.  (May 10,  2002) - CBL &  Associates  Properties,  Inc.
(NYSE:CBL)  today  announced  it  has  engaged  Deloitte  &  Touche  LLP  as its
independent  auditors for calendar year 2002.  Arthur  Andersen LLP had been its
auditor for the past nine years.

     CBL &  Associates  Properties,  Inc. is the third  largest mall real estate
investment  trust in terms of GLA owned in the  United  States  and the  largest
owner  of  malls  and  shopping  centers  in the  Southeast.  With a total of 53
enclosed  malls,  the  Company has a portfolio  of 158  properties  in 25 states
totaling 56.6 million square feet including 2.2 million square feet of non-owned
shopping centers managed for third parties.  The Company has under  construction
six projects totaling approximately 1.2 million square feet, including one mall,
one associated center, three mall expansions and one community center plus three
mall renovations. In addition to its office in Chattanooga,  TN, the Company has
a  regional  office in Boston  (Waltham),  MA. The  Company  can be found on the
Internet at

     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.