Securities Exchange Act of 1934 -- Form 8-K

                             Washington, D.C. 20549

                                    FORM 8-K


                                 Date of Report:
                                October 30, 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


                        CBL & ASSOCIATES PROPERTIES, INC.
                       Conference Call, Third Quarter 2002
                        October 30, 2002 @ 10:00 a.m. EDT

     Thank you and good morning.  We appreciate  your  participation  in today's
call to discuss our results for the third quarter of 2002. With me today is John
Foy, the  Company's  Vice  Chairman  and Chief  Financial  Officer,  and Charlie
Willett,  Senior Vice President of Finance,  who will first read our Safe Harbor

     This  conference  call  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.  During  our  discussion  today,
references made to per share are based upon a fully diluted  converted share. We
direct you 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.

     I would like to note that our dividend  has  increased  substantially.  And
that a transcript of today's comments  including the preliminary  balance sheet,
detailed debt schedule,  development  schedule and leasing  information  will be
filed today as a form 8-K and will be available upon request.  This call is also
available  for  replay  on the  Internet  through  a  link  on  our  website  at  This  conference  call is the  property of CBL &  Associates
Properties, Inc. Any redistribution,  retransmission or rebroadcast of this call
without the express written consent of CBL is strictly prohibited.

Thank you, Charlie.

     As our earnings release stated, the third quarter was a very successful one
for our  company in a number of  respects.  We are  pleased to be able to report
12.3% FFO growth year to date and an 18% dividend increase.  We have a number of
exciting  accomplishments  to  discuss  on today's  call.  Let's  start with our
development program.

     Two weeks ago we held the very  successful  Grand  Opening of Parkway Place
Mall in  Huntsville,  AL. This mall was  developed  with our 50/50 joint venture
partner  Colonial  Properties  Trust.  Parkway  Place  represents  the  complete
redevelopment of an older urban mall the venture  purchased in 1998,  demolished
and rebuilt in phases.  Parkway Place has 630,000 square feet and is anchored by
two flagship  department  stores;  Parisian  that opened last fall and Dillard's
that  opened  with the mall on  October  16.  The mall  opened  75%  leased  and
committed  and we expect  that the mall will reach 85%  occupancy  by the fourth
quarter of 2003.  We have an  excellent  lineup of  tenants  that are new to the
Huntsville market including Williams Sonoma, Chico's, Jos A. Bank and Hollister.
The initial yield for the project after  development and management fees is 8.5%
with a stabilized yield of 10%.


     During the third  quarter we  commenced  construction  on The Mall of South
Carolina at Myrtle Beach,  SC, a 50/50 joint venture with  Burroughs and Chapin,
that  contributed  the land to the  venture.  The mall will be anchored by Belk,
Dillard's and Sears and will contain a Bed, Bath & Beyond, a Border's  Bookstore
and Dick's Sporting Goods as junior  anchors.  In addition we have more than 60%
of the mall shop space committed, which is encouraging to us given that the mall
will not open  until  March  2004.  Upon the  opening  of this  mall the  older,
undersized Myrtle Square Mall, which is owned by our partner, will close.

     Including the Myrtle Beach mall, we have a total of 2.4 million square feet
under  construction.  This  includes  two  associated  centers:  The  Shoppes at
Hamilton Place,  Chattanooga,  TN, and Parkdale Crossing,  Beaumont, TX, and two
community centers, Waterford Commons, Waterford, CT and Cobblestone Village, St.
Augustine, FL. We have several other projects in the development pipeline, which
is driven by  retailers  who direct us to  markets in which they are  seeking to
expand.  We will  continue to be  conservative  as we consider  new  development

     Our proforma  share of the total  investment of the new projects  currently
under construction is approximately  $169.6 million,  of which $47.6 million has
been invested as of September 30, 2002.  Construction loans or credit facilities
are in place  for the  remaining  costs.  Initial  unleveraged  yields  on these
developments  are  expected  to  range  from 9% to  10%,  after  management  and
development fees, with stabilized yields ranging from 10-11%.

     Also  during  this  quarter,  many  exciting  development  activities  were
announced at our properties:

|X|      Rich's, a division of Federated,  will open as the fifth  department
         store at Arbor Place Mall in Atlanta,  GA in the fall of 2004.
|X|      At Parkdale Mall, Foley's department store held an August grand opening
         of their 170,000 square foot department store that replaced a closed
         Montgomery Ward's. Also under construction in the mall is a 26,000
         square foot Linens-n-Things that will open in the summer of 2003. The
         total renovation of Parkdale Mall commenced in August and will be
         completed in August 2003.
|X|      At Meridian Mall, in Lansing, Michigan, Gaylan's opened their new
         80,000 square foot store in August and last month Younkers announced
         they will open next spring in the closed Jacobson's store.
|X|      Dillard's opened two new department stores: one at Randolph Mall,
         Asheboro, NC, which replaced a closed Rose's and the other at Asheville
         Mall, Asheville, NC replacing a vacated Montgomery Ward's.
|X|      Dillard's will also be opening their expanded store at Jefferson Mall
         in Louisville, KY in November.
|X|      During the quarter, we added a 10,000 square foot David's Bridal to
         the Springdale Mall, Mobile, AL.


     We are  renovating  seven  malls at this  time  and  five of these  will be
     completed for the holiday season.  We continue to see strong results at our
     malls,  and believe  that their  updated look is a big part of this success
     with the retailers and customers.

     As of the third quarter,  we increased the total  portfolio's  occupancy to
92.8%, a 170 basis point  improvement over the second quarter's  occupancy and a
60 basis point  improvement  over the same quarter one year ago. These increases
indicate the  fundamental  stability of our properties as well as the success of
our pro-active leasing strategy. We expect that the occupancy levels at year-end
will be slightly higher than in the third quarter.

     During the third quarter we executed over 300,000 square feet of new leases
and renewed 204,000 square feet of existing tenants for a total of approximately
504,000 square feet.

     For the  quarter,  average  renewal  base rents,  as compared to prior base
rents increased 15.2% in the malls, 6.7% in the associated centers,  and 4.6% in
the community  centers.  On new leases,  the average base rents  increased 22.4%
over the rent paid by the prior  tenant.  For the first nine months of 2002,  we
had 158,000 square feet of bankruptcies  compared to 368,000 square feet for the
first nine months of 2001. Our 8-K filing will include a schedule  detailing the
leasing of new and renewal tenants.

     During the third quarter there was no disposition or acquisition  activity.
Subsequent to the quarter we sold a community center property, Salem Crossing in
Virginia Beach,  VA, which will be reflected in the fourth quarter  results.  We
continue to look at acquisition  opportunities where we can enhance the value of
the property  through our  aggressive  hands-on  approach to leasing,  specialty
leasing and management.

     I will now turn the call over to John Foy to discuss the financial  results
for the quarter.

     The third quarter results reflected improved operating performance.  Let me
briefly review the financial results:

1.            FFO per share increased 6.2% over the prior year. Of this
              increase, 40% was a result of the addition of The Lakes Mall,
              Muskegon, Michigan, the acquisition of the remaining partnership
              interest in Columbia Place, Columbia, SC, and the acquisition of
              Panama City Mall, Panama City, FL and Richland Mall, Waco, TX. The
              other 60% of our growth was attributable to increases in
              occupancy, base rents and interest savings.

2.            Our cost recovery ratio was 93.1% for the nine months compared to
              98% for the same period a year ago. The cost recovery ratio
              trended down as a result of bankruptcies, store closings and new
              lease negotiations with certain tenants. We anticipate that our
              cost recovery ratio will be approximately 93% to 94% for the full
              year 2002.


3.            For the quarter, outparcel sales would have increased FFO by $0.01
              per share to $1.04. Before consideration of outparcel sales, our
              dividend payout ratio for the quarter was 53.9% based on a fully
              diluted, converted share count. Including outparcel sales, the
              payout ratio was 53.4%.
4.            As announced, we are increasing the dividend for the fourth
              quarter by 18% to $0.655 per share and we expect to have an
              annualized dividend of at least $2.62 through 2003. We will
              continue to maintain a conservative dividend payout ratio.

     Also, a good  indication  of the strength of our balance  sheet is the fact
that,  considering  available  extension  options,  we  do  not  have  any  debt
maturities in the next fifteen months other than normal principal amortization.

     As we stated in our news  release,  same-center  NOI  growth was a positive
1.4% for the total  portfolio,  driven by increased rents and occupancy  levels.
The breakdown for the third quarter by property type is as follows:

1.            The same-center mall NOI increased 1.4% with lease termination
              fees, and 2.0% without, as lease termination fees were less
              this quarter than in the same period last year.

2.            NOI for the associated centers increased by 9% due to
              releasing of space vacated last year as a result of

3.            Same-center community center NOI decreased 1.8% for the
              quarter. The vacancies resulting from the bankruptcy of both
              Home Place at Kingston Overlook in Knoxville, TN and Quality
              Stores at Sattler Square in Big Rapids, MI, continued to
              impact community center results. The space at Sattler Square
              has been released to two tenants, both of which are under
              construction and scheduled to open within the next few months.
              The Kingston Overlook property has a lease under negotiation
              for the entire vacant space and we expect that lease will
              become operative in the first half of 2003.

     Year to date we have  spent  $19.1  million  on  tenant  allowances,  which
include deferred leasing costs of $1.2 million, $10.5 million on revenue neutral
capital   expenditures   and  $44.4   million  on  revenue   enhancing   capital
expenditures.  Year-to-date,  the  revenue  neutral  expenditures  included  the
following:  $4.0  million  spent on  resurfacing  and the  improved  lighting of
parking  lots,  $6.4  million  for roof  repairs and  replacements,  and a small
portion of this amount was included in the  renovation  costs.  Revenue  neutral
capital  expenditures  are  billed to the  tenants  as common  area  maintenance
expense and the vast  majority is recovered  over a five to fifteen year period.
Revenue  enhancing  capital  expenditures are for remodeling and upgrades of our
malls of which approximately 30% are recoverable from tenants.


     In 2002, for the total portfolio, we are projecting to spend $25 million on
tenant  allowances,  $35  million in revenue  neutral and $62 million on revenue
enhancing capital expenditures.

     Based upon the criteria of including  only stores of 10,000 square feet and
less for mall  stores,  same store sales year to date  decreased  1.5% for those
tenants reporting.  Total mall shop sales volume decreased to $1.867 billion for
the first nine months compared to $1.951 billion for the same period in 2001.

     Occupancy cost as a percentage of sales at our malls was 13.8% for the nine
months ending  September 30, 2002 compared to 12.8% for the same period one year
ago. Occupancy cost as a percentage of sales has increased due to the relatively
flat sales results reported by the retailers,  while certain operating  expenses
and other recoverable costs have increased.

     At the recommendation of the Audit Committee, the Board of Directors stated
that effective  January 1, 2003 the Company will begin  expensing  stock options
granted after that date. In  anticipation  of new rules being  considered by the
SEC and the New York  Stock  Exchange,  the  Company  is  actively  involved  in
updating  the  charters  for  all of its  committees.  We  have  also  formed  a
Nominating/Corporate Governance Committee.

     Based on our third quarter results and barring any further disruptions from
unforeseen  economic  events,  we are  comfortable  with the current  First Call
consensus estimate of $4.31 for 2002 and $4.58 for 2003.

     Before we open the call for Q&A I would like to share our  thoughts  on the

|X|      At CBL, we continuously challenge ourselves to improve upon our results
         and performance. Our sound and disciplined management approach to our
         business has resulted in sustained success for the Company and our

|X|      Despite the difficult economy, our properties continue to perform well
         as evidenced by our improved occupancy and relatively stable sales.

|X|      Not only the state of our portfolio is important to us, but also the
         strength of our balance sheet. As of September 30, 2001 our debt to
         market capitalization was 62.3%. As of September 30, 2002 our debt to
         market capitalization was 50.3%. Granted, last year we had the tragic
         events of September 11, 2001 which impacted our stock price. Since that
         time we have done a common offering, which raised $115M, completed a
         preferred offering which raised $100M and closed a 10-year fixed rate
         CMBS transaction of $407M. All of this was accomplished and we were
         still able to show a growth in our FFO on a per share basis for the
         nine months of 12.3%


|X|      Given the strength of our balance sheet, we have the flexibility to
         make acquisitions and pursue other growth opportunities as they arise.
         We have and will continue to look at new markets where we can further
         geographically diversify our portfolio.

     We appreciate the  confidence  and support.  Thank you again for joining us
today and we welcome the opportunity to show you our newest development  Parkway
Place in  Huntsville,  Alabama.  We also look forward to seeing many of you next
week at NAREIT.  Stephen and I will now be happy to answer your  questions  that
you have.



                                                                             Cost To
                                                      Est. Total Cost       Date (in
        Property                    Location           (in millions)        millions)        Completion
------------------------- ------------------------- -------------------- ---------------- ---------------
Columbia Mall             Columbia, SC                      $10.9              $10.4       October 2002

Kentucky Oaks             Paducah, KY                         0.8                  0       November 2002

Hickory Hollow            Nashville, TN                       8.6                8.4       November 2002

Stroud Mall               Stroudsburg, PA                     3.0                3.8       November 2002

Hanes Mall                Winston-Salem, NC                  18.2               17.4       November 2002

St. Clair Square          Fairview Heights, IL               12.3                1.6       April 2003

Parkdale Mall             Beaumont, TX                       13.2                1.3       April 2003

Other Centers                                                                    1.5
TOTAL                                                                           44.4

          Detail of roof and parking lot capital expenditures for the nine months ended September 30, 2002

                                                                     Revenue Neutral      Revenue Enhancing
                                                                     ---------------         -----------------
Other Capital expendiatures                                                  $ 5,587         $ 38,993
Parking lot and parking lot lighting                                           1,029            2,966
Roof repairs and replacement                                                   3,890            2,489
                                                                              ------            -----
Total                                                                       $ 10,506         $ 44,448
                                                                       =============     ============

Detail of Defferred Leasing as of September 30,2002 (in thousands)

Deferred Leasing
 Costs (000's)         Q1          Q2          Q3         YTD
------------------- -------     -------     -------     -------
2002                $  45       $ 466       $ 710       $1,221

2001                  887          85         673        1,645

     The capital expenditures that we incur for maintenance such as parking lots
repairs, parking lot lighting and roofs are classified as revenue neutral. These
expenditures  are billed to the tenants as common area  maintenance  expense and
the vast  majority is  recovered  over a five to fifteen  year  period.  Revenue
enhancing  capital  expenditures  are for remodelings and upgrades for enhancing
our  competitive  position in the market area.  A portion of these  expenditures
covering items such as new floor coverings,  painting,  lighting and new seating
areas are also recovered through tenant billings.  The costs of other items such
as new entrances,  new ceilings and skylights are not recovered from tenants. We
estimate that 30% of our revenue enhancing expenditures are recoverable from our
tenants over a ten to fifteen year period of time. The third category of capital
expenditures is tenant allowances,  sometimes made to third-generation  tenants.
Tenant  allowances are recovered in minimum rents from the tenants over the life
of the lease.



                               Prior PSF    New PSF Base   New PSF Base    % Change     % Change
Property Type                  Base Rent    Rent-Initial     Rent-Avg.      Initial      Average
---------------------------- -------------- -------------- -------------- ------------ ------------
Stabilized Malls                $23.91         $26.85         $27.55         12.3%        15.2%

Associated Centers               18.81          20.08          20.08          6.7%         6.7%

Community Centers                11.49          11.84          12.02          3.0%         4.6%

                                  Prior PSF    New PSF Base   New PSF Base    % Change     % Change
Stabilized Malls     Sq. FT.      Base Rent    Rent-Initial     Rent-Avg.      Initial      Average
---------------------------- -------------- -------------- -------------- ------------ ------------
New Leases          157,000        $23.47         $27.78         $28.74         18.3%        22.4%

Renewal Leases      110,000         24.22          26.21          26.72          8.2%        10.3%


                                 Leased       Avg. Base       Vacated         Avg.
Property Type                    Sq. Ft.         Rent         Sq. Ft.      Base Rent
----------------------------- -------------- ------------- -------------- -------------
Malls                            430,510        $25.91        93,381         $26.11

Associated Centers                63,453         12.25        20,805          10.74

Community Centers                  9,863         20.36         5,000          18.75
                                 -------                     -------
                                 503,826                     119,186
                                 =======                     =======



                                                                    CBL's Cost or
                                                                       Share of       Cost Spent to
                                                                    ProForma Cost       Date (in
Property                             Location             GLA       (in millions)       millions)        Opening       Yield
------------------------------   -------------------- ------------- --------------- --------------- --------------- -------------
Mall of South Carolina*,         Myrtle Beach, SC        1,500,000          $72.5*          $4.7       March 2004        9%
(50/50 JV)

Parkdale Crossing                Beaumont, TX               87,000           $12.2          $9.1       October 2002      9%

The Shoppes at Hamilton          Chattanooga, TN           130,000           $16.6          $7.1       April 2003        9%

Waterford Commons**,             Waterford, CT             354,900           $29.4         $10.4       September 2003   10%
(75/25 JV)

Cobblestone Village              St. Augustine, FL         305,000           $34.9         $13.9       Spring 2003      10%

Bonita Crossing                  Meridian, MS               17,600            $1.8          $0.6       October 2002      9%

Westgate Mall, Tweeter's         Spartanburg, SC            17,245            $2.2          $1.8       November 2002    10%

                                                      ------------- --------------- -------------
Total                                                    2,411,500         $169.60         $47.6
                                                      ============= =============== =============

*JV development

** With CBL owning at least 75%


CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF September 30, 2002 (in thousands excepte per share amounts)

                                          MATURITY   Interest    BALANCE      Balance

PROPERTY                                    DATE       Rate      9/30/02       Fixed       Floating
Albemarle, NC        Northwoods Plaza      Jun-12       9.750%      $ 1,072      $ 1,072          $ -
Ashboro, NC          Randolph Mall         Aug-12       6.500%       15,658       15,658            -
Asheville,  NC       Asheville Mall        Sep-11       6.980%       70,523       70,523            -
Beaumont, TX         Parkdale Mall         Jun-03       3.170%       45,000            -       45,000
Brookfield, IL       Brookfield Square     May-05       7.498%       73,940       73,940            -
Burnsville, MN       Burnsville Center     Aug-10       8.000%       72,377       72,377            -
Cary , NC            Cary Towne Ctr        Mar-09       6.850%       89,538       89,538            -
Charleston, SC       Citadel Mall          May-07       7.390%       32,736       32,736            -
Chattanooga, TN      CBL Center            Aug-12       6.250%       14,986       14,986            -
Chattanooga, TN      Hamilton Corner       Aug-11      10.125%        2,757        2,757            -
Chattanooga, TN      Hamilton Place        Mar-07       7.000%       67,573       67,573            -
Chattanooga, TN      Perimeter Place       Jan-08      10.625%        1,127        1,127            -
Cincinnati, OH       Eastgate Mall         Dec-03       3.375%       41,750            -       41,750
Cincinnati, OH       Eastgate Crossing     Apr-07       6.380%       10,626       10,626            -
Columbia, SC         Columbia Mall         Jun-03       3.170%       35,444            -       35,444
Cortlandt, NY        Cortlandt Towne CenterAug-08       6.900%       50,179       50,179            -
Dalton, GA           Walnut Square         Feb-08      10.125%          596          596            -
Douglasville, GA     Arbor Place Mall      Aug-12       6.510%       81,282       81,282            -
Douglasville, GA     Cosby Station         Sep-14       8.500%        3,672        3,672            -
Douglasville, GA     The Landing At Arbor  Aug-12       6.510%        9,175        9,175            -
Fairview Heights, IL St. Claire Square     Apr-09       7.000%       70,726       70,726            -
Hattiesburg, MS      Turtle Creek Mall     Mar-06       7.400%       31,875       31,875            -
Henderson, NC        Henderson Square      Apr-14       7.500%        5,796        5,796            -
Highpoint, NC        Oak Hollow Mall       Feb-08       7.310%       47,569       47,569            -
Hudson,  NY          Greenport Towne Ctr   Sep-14       9.000%        3,874        3,874            -
Huntsville, AL       Madison Plaza         Feb-04      10.125%          706          706            -
Jackson, TN          Old Hickory Mall      Aug-12       6.510%       35,904       35,904            -
Janesville WI        Janesville Mall       Apr-16       8.375%       15,040       15,040            -
Knoxville, TN        Cedar Bluff Xing      Aug-07      10.625%          920          920            -
Knoxville, TN        Suburban Plaza        Jan-09       7.875%        8,177        8,177            -
Lansing MI           Meridian Mall         Aug-03       2.931%       29,017            -       29,017
Lansing MI Swap rate Meridian Mall         Aug-03       6.955%       80,000            -       80,000
Lexington KY         Fayette Mall          Jul-11       7.000%       96,832       96,832            -
Lexington KY         Fayette Mall DevelopmeDec-04       3.370%        8,550            -        8,550
Louisville, KY       Jefferson Mall        Aug-12       6.510%       45,279       45,279            -
Lousiville KY        Springhurst Towne CentAug-18       6.650%       21,272       21,272            -
Meridian, MS         Bonita Lakes Crossing Oct-09       6.820%        8,773        8,773            -
Meridian, MS         Bonita Lakes Mall     Oct-09       6.820%       27,939       27,939            -

CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF September 30, 2002 (in thousands excepte per share amounts)

                                          MATURITY   Interest    BALANCE      Balance

PROPERTY                                    DATE       Rate      9/30/02       Fixed       Floating
Midland MI           Midland Mall          Jun-03       3.370%       35,000            -       35,000
Morristown, TN       College Square        Sep-13       6.750%       13,372       13,372            -
N Charleston SC      Northwoods Mall       Aug-12       6.510%       64,826       64,826            -
Nashua, NH           Willow Springs Plaza  Aug-07       9.750%        3,638        3,638            -
Nashville, TN        Coolsprings Galleria  Sep-10       8.290%       62,262       62,262            -
Nashville, TN        Courtyard At Hickory  Aug-08       6.770%        4,255        4,255            -
Nashville, TN        Hickory Hollow Mall   Aug-08       6.770%       91,394       91,394            -
Nashville, TN        Rivergate Mall        Aug-08       6.770%       73,864       73,864            -
Nashville, TN        Village At Rivergate  Aug-08       6.770%        3,489        3,489            -
North Haven, CT      North Haven Xing      Oct-08       9.550%        5,694        5,694            -
Oakridge, TN         Briarcliff Square     Feb-13      10.375%        1,434        1,434            -
Panama City, FL      Panama City Mall      Aug-12       7.300%       40,624       40,624            -
Plant City, FL       Collins Park Commons  Oct-10      10.250%          641          641            -
Portland, ME         Bj'S Plaza            Dec-11      10.400%        2,821        2,821            -
Roanoke, VA          Shenandoah Crossing   Aug-10      10.250%          453          453            -
Racine, WI           Regency Mall          Aug-12       6.510%       35,505       35,505            -
Rockford, IL         Cherryvale Mall       Jul-06       7.375%       47,247       47,247            -
Saginaw, MI          Fashion Square        Aug-12       6.510%       62,233       62,233            -
Salem, VA            Valley Commons        Oct-10      10.250%          790          790            -
Spartanburg, SC      Westgate Crossing     Jul-10       8.420%        9,757        9,757            -
Spartanburg, SC      Westgate Mall         Aug-12       6.500%       56,249       56,249            -
St. Petersburg, FL   34Th St Crossing      Dec-10      10.625%        1,292        1,292            -
Stroud, PA           Stroud Mall           Dec-10       8.420%       32,121       32,121            -
Uvalde, TX           Uvalde Plaza          Feb-08      10.625%          545          545            -
Waco, Tx             Richland Mal          May-03       4.750%        9,500            -        9,500
Walterboro, SC       Colleton Square       Aug-10       9.375%          799          799            -
Wausau WI            Wausau Center         Dec-10       6.700%       14,010       14,010            -
Winston-Salem NC     Hanes Mall            Jul-08       7.310%      114,581      114,581            -
York, PA             York Galleria         Dec-10       8.340%       51,382       51,382            -
SUBTOTAL                                                          2,098,037    1,813,776      284,261
Weighted average interest rate
Beaumont, TX         Parkdale Crossing     Nov-04       3.440%        2,281            -        2,281
St Augstine FL       Cobblestone Vilage    Jun-05       3.370%        5,740            -        5,740
Waterford, CT        Waterford Commons     Jun-04       4.750%          268            -          268
SUBTOTAL                                                              8,289            -        8,289

CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF September 30, 2002 (in thousands excepte per share amounts)

                                          MATURITY   Interest    BALANCE      Balance

PROPERTY                                    DATE       Rate      9/30/02       Fixed       Floating

LINES OF CREDIT                                       2.841%        104,000            -      104,000

TOTAL BALANCE SHEET                                               2,210,326    1,813,776      396,550
Weighted average interest rate                                   6.5579%      7.1353%      3.9167%

Plus CBL Share Of Equities
Clarksville, TN      Governors Square      Nov-02     8.230%         15,869       15,869            -
Del Rio, TX          Plaza Del Sol         Feb-12     9.150%          2,218        2,218            -
Ft Smith AR          Massard Crossing      Feb-12     7.540%            597          597            -
Houston, TX          Willowbrook Plaza     Jun-00     7.540%          3,055        3,055            -
Huntsville, AL       Parkway Place         Jan-07     3.350%         25,997            -       25,997
Madison WI           East Towne Mall       Jan-07     8.010%         18,633       18,633            -
Madison WI           West Towne Mall       Jun-07     8.010%         28,807       28,807            -
Paducah, KY          Kentucky Oaks         Feb-12     9.000%         16,500       16,500            -
Vicksburg, MS        Pemberton Plaza       Jan-00     7.540%            204          204            -
TOTAL                                                               111,880       85,883       25,997

Chattanooga, TN      Hamilton Corner                  10.125%          (276)        (276)           0
Chattanooga, TN      Hamilton Place                   7.000%         (6,757)      (6,757)           0
Uvalde, TX           Uvalde Plaza                     10.625%          (136)        (136)           0
Highpoint, NC        Oak Hollow Mall                  7.310%        (11,892)     (11,892)           -
                                                                    (19,062)     (19,062)           0

TOTAL OBLIGATIONS                                                 2,303,144    1,880,597      422,547
Weighted average interest rate                                   6.5789%      7.1849%      3.8818%
                                           Number    09/30/2002
EQUITY                                    Of Shares  Stock Price                            2,303,144
Common Stock And Units                        54,479  $38.75      2,111,061
Preferred Stock      Series A                  2,675  $25.00         66,875
Preferred Stock      Series  B                 2,000  $50.00        100,000
Total Market Equity                                               2,277,936
Total Debt and Market equity                                      4,581,080
Debt to Market value                                                  50.3%

Total Joint Venture Debt

Clarksville, TN      Governors Square      Sep-16     8.230%         33,408       33,408            0
Del Rio, TX          Plaza Del Sol         Aug-10     9.150%          4,435        4,435            -
Ft Smith, AR         Massard Crossing      Feb-12     7.540%          5,971        5,971            -
Houston, TX          Willowbrook Plaza     Feb-12     7.540%         30,551       30,551            -
Huntsville, AL       Parkway Place         Dec-03     3.350%         51,994            -       51,994
Madison WI           East Towne Mall       Jan-07     8.010%         28,666       28,666            -
Madison WI           West Towne Mall       Jan-07     8.010%         44,318       44,318            -
Paducah, KY          Kentucky Oaks         Jun-07     9.000%         33,001       33,001            -
Vicksburg, MS        Pemberton Plaza       Feb-12     7.540%          2,040        2,040            -
TOTAL                                                               234,385      182,391       51,994
Weighted average interest rate                                   7.0913%      8.1578%      3.3500%


                   CBL & Associates Properties, Inc.
                  Consolidated Summary Balance Sheets
                  Preliminary As of September 30, 2002
                            (In thousands)

                                                                           September 30,       December 31,
                                                                               2002                2001
 LAND                                                                           $  547,598         $ 520,334
 BUILDINGS AND IMPROVEMENTS                                                       3,070,141          2,961,185
                                                                                -----------        -----------
                                                                                  3,617,739          3,481,519
 LESS: ACCUMULATED DEPRECIATION                                                    (407,173)          (346,940)
                                                                                -----------        -----------
                                                                                  3,210,566          3,134,579
 DEVELOPMENTS IN PROGRESS                                                           110,008             67,043
                                                                                -----------        -----------
 NET INVESTMENT IN REAL ESTATE ASSETS                                             3,320,574          3,201,622
 CASH, RESTRICTED CASH AND CASH EQUIVALENTS                                          18,745             10,137
 RECEIVABLES: TENANT AND OTHER                                                       40,855             41,186
 MORTGAGE NOTES RECEIVABLE                                                           14,645             10,634
 INVESTMENT IN UNCONSOLIDATED AFFILIATES                                            110,821             77,673
 OTHER ASSETS                                                                        42,015             31,599
                                                                                -----------        -----------
                                                                                $ 3,547,655        $ 3,372,851
                                                                                ===========        ===========

 MORTGAGE AND OTHER NOTES PAYABLE                                               $ 2,210,391        $ 2,315,955
 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                           105,065            103,707
                                                                                -----------        -----------
 Total liabilities                                                                2,315,456          2,419,662

 MINORITY INTERESTS                                                                 487,715            431,101
 Total shareholders' equity                                                         744,484            522,088
                                                                                -----------        -----------
                                                                                $ 3,547,655        $ 3,372,851
                                                                                ===========        ===========

     The  balance  sheet  above is  preliminary  as of the date of this  report.
Please refer the Company's filing on Form 10-Q when filed for a complete balance
sheet as of September 30, 2002



     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.

                                     CBL & ASSOCIATES PROPERTIES, INC.

                                             /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: October 30, 2002