Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Mancuso Mark D
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2006		 3. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [CBL]
(Last)
(First)
(Middle)
2030 HAMILTON PLACE BLVD., SUITE 500		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP-Community Center Dev
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHATTANOOGA, TN 374216000		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 16,270 (1)
D (2)
 
Common Stock 4,000 (3)
I
By Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (4) 04/30/1997 04/30/2006 Common Stock 18,000 $ 10.25 D  
Employee Stock Option (Right to Buy) (4) 04/30/1998 04/30/2007 Common Stock 36,000 $ 11.813 D  
Employee Stock Option (Right to Buy) (4) 04/29/1999 04/29/2008 Common Stock 18,000 $ 12.047 D  
Employee Stock Option (Right to Buy) (4) 04/29/2000 04/29/2009 Common Stock 18,000 $ 12.25 D  
Employee Stock Option (Right to Buy) (4) 05/03/2001 05/03/2010 Common Stock 18,000 $ 11.86 D  
Employee Stock Option (Right to Buy) (4) 05/02/2002 05/02/2011 Common Stock 15,000 $ 13.838 D  
Employee Stock Option (Right to Buy) (4) 05/07/2003 05/07/2012 Common Stock 15,000 $ 18.268 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mancuso Mark D
2030 HAMILTON PLACE BLVD., SUITE 500
CHATTANOOGA, TN 374216000		       SVP-Community Center Dev  

Signatures

/s/ Mancuso, Mark D. 01/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Additionally, the Reporting Person owns a limited partnership interest in CBL & Associates Limited Partnership, a Delaware limited partnership, that may be exchanged at any time for 48,302 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election.
(2) 108 shares of the total amount of Common Stock for which direct beneficial ownership is reported are owned by the Reporting Person and the Reporting Person's spouse, as joint tenants.
(3) The shares are held by the Leonard Mancuso Trust under which (i) the Reporting Person and the Reporting Person's sibling are the Co-Trustees, (ii) the Reporting Person and the Reporting Person's sibling are the sole beneficiaries, and (iii) the Reporting Person disclaims beneficial ownership of the shares held by the Trust in excess of his 50% pecuniary interest therein.
(4) Vests 20% annually over five years on each anniversary date starting on the first exercisable date shown.

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