Securities Exchange Act of 1934 -- Form 8-K



                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM 8-K




PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                              Date of Report :
                             February 1, 2001
- --------------------------------------------------------------------------

                      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
   incorporation)                                       Number)


     One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421
- ------------------------------------------------------------------------
                (Address of principal executive offices)


            Registrant's telephone number, including area code:
                              (423) 855-0001
- -----------------------------------------------------------------------
                              Page 1









                        CBL & ASSOCIATES PROPERTIES, INC.
                             Conference Call Outline
                               Fourth Quarter 2000
                                February 1, 2001
                                   10:00 a.m.



Good morning.  We appreciate your  participation  in today's call to discuss our
results  for the  fourth  quarter  and the year  2000.  With me today is Stephen
Lebovitz, our President,  and Kelly Sargent, our Director of Investor Relations,
who will first read our Safe Harbor disclosure.

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 is 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 a transcript of today's comments including the balance
sheet,   schedule  of  properties  under  construction  and  comprehensive  debt
schedule,  will be filed as a form 8K later this morning,  and will be available
upon request,  as well as available for replay on the Internet through a link on
our website at cblproperties.com.

Thank you Kelly.

Income Statement Review
- -----------------------
2000 was an extremely good year for us and our shareholders and yesterday was an
exciting  and  rewarding  day for  CBL.  As you know we  announced  that we have
completed the acquisition of The Richard E. Jacobs interests in 21 malls and two
associated  centers. We acquired 100% interest in 16 of the malls and one of the
associated centers and partial interest, ranging from 50% to 80%, in five of the
malls and one of the associated  centers.  This acquisition brings our portfolio
to 55.9  million  square  feet in 26 states and grows our tenant base from 6,000
tenants to 8,500, which further diversifies our portfolio tenant mix. In 2000 we
continued to grow FFO at double  digits  through  aggressive  leasing,  gains in
occupancy levels, and our program of developing  alternative revenue sources. We
look  forward to  another  good year in 2001 with the  addition  of these 23 new
properties.

The 10.6%  increase in FFO per share for the fourth quarter of 2000 consisted of
the following:

1.       Improved operations in our portfolio, or internal growth, accounted for
         57.8% of this  increase.  This growth  resulted  primarily  from higher
         occupancy  levels,  increased  tenant  recoveries and specialty  rental
         income.

2.       External growth  accounted for 42.2% of the increase based primarily on
         the opening of one mall, one mall  expansion,  two associated  centers,
         two community centers and the acquisition of one community center,  all
         of which occurred during the last fifteen months.

3.       During 2000, we sold 13 community centers for $51 million,  recognizing
         a gain of $10.5  million.  Had we not recycled  capital in this manner,
         the per share increase in FFO for the year would have been 16.9% rather
         than the 15.9%  reported,  excluding a $3.1 million one time fee earned
         in the third quarter in 1999.

                                   -2-

Other financial highlights for the quarter were:

1.      Income from  operations  increased  16.9% to $20.6  million for the year
        from $17.8 million for the same period a year ago.

2.      Same-center NOI increased 6% in the quarter over the prior-year period
        and 7% for the year.

3.      Our cost recovery ratio increased to 100% year to date compared with 92%
        for the same period a year ago.

Our FFO calculation  remains one of the most  conservative in the industry as we
exclude outparcel sales from the calculation due to the fluctuations which occur
in the normal course of our development  cycle. The inclusion of outparcel sales
in the fourth  quarter of 2000  would have  increased  FFO by $0.05 per share to
$0.99 a share, from the $0.94 reported. For the full year, outparcel sales would
have  increased  FFO by  $0.15  per  share to  $3.72.  Before  consideration  of
outparcel sales, our dividend payout ratio for the quarter was 54.3%.  Including
outparcel sales, the payout ratio was 51.5%.

Capital Structure
- -----------------
The details of our capital structure are listed in our earnings release,  I will
highlight a couple of areas.  Consistent with our strategy,  we convert variable
rate debt to long-term  non-recourse  debt as soon as feasible  once an asset is
stabilized.  In the  fourth  quarter  we closed  two  separate  fixed rate loans
totaling  $83  million  on York  Galleria  in  York,  PA in  Stroud  Mall and in
Stroudsburg,  PA. The two loans have an average  interest  rate of 8.37% whereas
the variable  rate debt at that time was floating at  approximately  7.6%.  Even
though this cost us $0.012 per share on our new  shareholder  base of 50 million
shares and units after the Jacobs transaction, we continued with our strategy of
eliminating interest rate risk when possible.

To protect  ourselves  against  short-term  interest  rate risks we execute both
interest  rate  swaps  and cap  agreements.  Taking  these  swaps  and caps into
consideration,  we had only $2.6  million  of  variable  rate debt  exposure  at
year-end,  all of which is associated with properties under  construction.  With
yesterday's closing we added an additional $120 million of variable rate debt.

A good  indication  of the  strength  of our  balance  sheet is the  fact  that,
excluding  normal  principal  amortization,  we have  only $14  million  of debt
maturities  in the next  twelve  months  in our  original  CBL  portfolio.  With
yesterday's  acquisition  we have  another $147 million of fixed rate debt on an
additional three properties to refinance this year.

     Another measure is our EBITDA coverage ratio, which was 2.58 times interest
expense this year compared with 2.53 times interest expense last year.

                                   -3-


Capital Expenditures
- --------------------
During 2000, we spent $10.0 million on revenue generating capital  expenditures,
$9.6  million  on  revenue  neutral  expenditures  and $7.4  million  on revenue
enhancing  capital  expenditures.  The revenue  neutral  and  revenue  enhancing
capital  expenditures  are primarily  remodeling and  renovation  costs with the
majority  being  recovered  from  tenants.  For the combined  portfolio,  we are
projecting to spend $25 million in revenue  generating,  $28 in revenue  neutral
and $24 million on revenue neutral in calendar year in 2001.

Our proactive strategy of renovating and updating our properties continues. Last
year we renovated  and expanded  Asheville  Mall in  Asheville,  NC and expanded
Meridian Mall in Lansing,  MI. The Asheville  Mall  renovation and expansion was
completed in November and includes  88,000  square feet of new small shop space,
including a new food court, a parking deck and one department  store  expansion.
At the end of the quarter the mall was 99% leased and committed. Improvements at
Meridian  Mall  include the  addition of a Jacobson's  department  store,  which
opened in October and a new food court that opened for the  holidays.  Hudson's,
which will be renamed  Marshall  Field's,  is  completing  a 50,000  square foot
expansion  of their store  which is planned to open during the first  quarter of
2001.  We are also  adding a Bed Bath and Beyond and a large  format  bookstore.
These  expenditures  are  representative  of our  commitment to investing in our
properties, in order to enhance shareholder value.

Improved Operations - Internal Growth
- -------------------------------------
Internal growth  continued in 2000, as evidenced by record  occupancy levels and
continued  increases in specialty  leasing.  For the fourth  quarter,  community
centers again  reported the highest  occupancy at 97.8%.  Our new mall occupancy
calculations  now exclude  Parkway Place,  because we are not renewing  expiring
leases in the existing mall due to the  commencement of construction for the new
mall. At Parkway Place, construction on the new Parisian department store is now
well underway and it is scheduled to open this August.

Retail Outlook
- --------------
Though we have talked in the past about the  bankruptcies of some of the theater
chains and certain smaller specialty retailers, we feel that the overall outlook
for retail is best  reflected  in the  positive  reactions  by  retailers to the
bankruptcy of Montgomery Ward. Currently, there is a great deal of excitement on
the part of  department  stores  and  others in bidding  for and  acquiring  the
locations formerly occupied by Montgomery Ward. This validates what we have said
all along about the inherent value in well-located, dominant regional malls. The
misfortunes  of  Montgomery  Ward  have  created  tremendous  opportunities  for
retailers  and  landlords  who are eager to seize these  locations.  We have two
Montgomery Ward's in our portfolio; one located in Asheville Mall, Asheville, NC
and the other is Parkdale  Mall in  Beaumont,  Texas.  We have had  considerable
interest in both of these  locations and are confident  that the winning  bidder
will enhance the retail mix at both locations.

This week the May Company  announced they will be entering the Nashville  market
area  with  Hecht's  replacing  Proffits.  We are very  excited  about  this new
retailer  coming  to  Tennessee  and  locating  in  our  properties.  The  three
properties  in  Nashville  are  CoolSprings  Galleria,  Hickory  Hollow Mall and
RiverGate Mall.
                                   -4-

Last week,  Loew's Cinema  announced that the company plans to close some if its
underperforming theaters. In the CBL portfolio, we have only one Loew's theater,
located at Stroud Mall.  This location is open and operating  with seven screens
in 18,500 square feet,  and paying  $350,000 in annual rent.  To recap  previous
announced closings,  we have 5 theaters that have closed. They are Post Oak Mall
in College  Station,  TX, two at Georgia  Square in Athens,  GA, and one each at
CoolSprings Crossing in Nashville,  TN and Burnsville Center in Burnsville,  MN.
These  theaters  total  90,000  square feet and the total annual rent for closed
locations is $1.2 million.  There are two closed General Cinema  theaters in the
former  Jacobs  portfolio,  Columbia  Mall in  Columbia,  SC and  Hanes  Mall in
Winston-Salem,  NC. We are actively seeking replacements for these locations. At
Burnsville we are replacing the closed theater inside the mall with Old Navy.

Last week JC Penney's announced the closing of 50 stores. The only one impacting
CBL's now expanded  portfolio is located at Citadel  Mall in  Charleston,  South
Carolina  and that  property is owned by JC Penney.  Target this week  purchased
this location from JC Penney's and expects to open in 2002 at the Citadel Mall.

During the third quarter,  Paul Harris filed for bankruptcy.  CBL's now expanded
portfolio has 11 Paul Harris locations,  with 48,700 square feet, providing $1.4
million in total revenues.  All these stores are located in prime mall locations
and remain open today. National Tire and Battery, a division of Sears, announced
certain store closings and we have seven of these stores in our portfolio.
One location has closed outside the Hanes Mall in Winston-Salem, NC.

This past month,  Home Place by Waccamaw  also  notified us of their  Chapter 11
filing.  We have three  locations in our  portfolio  and were  notified that two
stores are closing.  They are at Cortlandt  Towne  Center in  Cortlandt,  NY and
Kingston Overlook in Knoxville, TN. These two stores combined pay an annual rent
of $1.7 million.

     During the question and answer portion of our conference call this morning,
Ross Nusbaum of Solomon,  Smith,  Barney asked  whether or not we had any ShopKo
stores in our  portfolio.  John Foy responded in the negative  when, in fact, we
have picked up two ShopKo stores as a result of our  acquisition  of the Jacobs'
properties on January 31st. One is located in an associated center at West Towne
Crossing in Madison,  Wisconsin  and the second store serves as an anchor at the
Kentucky  Oaks Mall in Paducah,  Kentucky.  The store at Kentucky Oaks is on the
Shopko closure list. We view this as an opportunity  much along the lines of the
Montgomery Ward store closures in that ShopKo's building is situated on a ground
lease for which they are only paying $2.30 per square foor in rent.

Leasing
- -------
In the fourth quarter we leased  approximately  215,000 square feet with average
renewal rents for the quarter up 16.2% over the prior rent and  percentage  rent
in the malls,  10.3% in associated  centers,  and 7.7% in the community centers.
Continued strength in renewal leasing is an important  component of our internal
growth  as we  re-lease  the  square  footage  scheduled  to  roll  over  in our
properties  this  year.  We  have  1.6  million  rolling  over  in the  combined
portfolio, including community centers, associated centers and the malls.

I will now call on Stephen  Lebovitz to discuss  developments,  disposition  and
acquisitions.

Developments
- ------------


Currently we have 1.5 million square feet under construction, which includes The
Lakes Mall in Muskegon, MI; Parkway Place in Huntsville, AL; one mall expansion,
Meridian Mall; and one community center,  Creekwood Crossing, in Bradenton,  FL.
These four projects  represent a total investment of approximately $144 million,
of which $72 million has been invested through  December 31, 2000.  Construction
loans are in place for the remaining costs.  Initial unleveraged yields on these
centers are expected to range from 9% to 11% after  management  and  development
fees. Excluding these fees, the yields would increase by approximately 140 basis
points.

Our mall  development  pipeline  today  includes  the Mall of South  Carolina in
Myrtle Beach;  which is a joint venture with the landowner,  Burroughs & Chapin.
As we have discussed in previous calls,  proceedings  concerning  permitting and
the  establishment  of  government  funding  levels for  certain  infrastructure
improvements have delayed this project. The case was heard in January before the
South Carolina Supreme Court, and we anticipate a decision to be rendered within
the next six  months,  which  should  provide  for a Fall 2003  opening.  We are
cautiously   optimistic   that  the  decisions  will  allow  us  to  soon  begin
construction on this project. In addition to Myrtle Beach, there are a number of
both mall and community center projects in the planning phase.
                                   -5-

Dispositions/Acquisitions
- -------------------------
During the last twelve  months we sold $51 million of community  center  assets.
The sales  proceeds  have been  primarily  used to retire  debt.  Although  this
results  in a  short-term  reduction  in FFO,  these  transactions  enable us to
maximize return on our capital. We continue to pursue additional dispositions of
selected  community  centers in "one-off'  transactions and will report those as
they occur. The select  disposition of assets continues to be a priority for us,
but we will only do so if the transaction enhances shareholder value.

     On  January  19,  we held a  Special  Shareholders  meeting  to vote on the
acquisition  of the Richard E. Jacobs  interests in 21 malls and two  associated
centers for approximately $1.3 billion in total consideration. Both of the items
voted on at this  meeting were  approved by our  shareholders  and  yesterday we
closed the transaction with the Jacobs group.  At the end of the fourth quarter
the occupancy for the former Jacobs  properties was 89%, which is actually ahead
of our  leasing  projections.  We expect  this level of  occupancy  to  somewhat
decrease  in the  first  quarter,  as a  result  of  exiting  seasonal  tenants,
bankruptcies and normal fallout.

     Between the time of the  transaction's  announcement  and its  closing,  we
negotiated the additional buyout of third party partners interest in 3 malls and
one associated  center.  We also acquired an additional 10% interest in Kentucky
Oaks Mall,  a joint  venture  with the Cafaro  Company,  which  brings our total
ownership of that project to 50%. The  consideration  for these buyouts  totaled
$68 million,  which was paid for with $19.4 million of SCU's and the  assumption
of $48.7 million of additional non-recourse debt.

     Today we are fully operational in our leasing,  management,  marketing, and
all other  aspects of the former Jacobs  properties.  Our leasing team has added
six new  individuals  and  implemented  its new  regional  structure.  These new
employees have been assigned since January 1 to these properties, we are already
seeing  results.  All billing and collections for the new properties has been on
our systems have been tested and  verified for over 45 days.  We have also hired
and  trained  property  account  managers  for  each of the new  malls  and have
implemented  our  decentralized  management  and accounting  system.  In our MIS
department  our systems are on-line and in fact each mall has new individual web
sites,  which are now on-line and consistent  with CBL's Great Shopping  Centers
marketing  campaign.  Our management  team has been very active in preparing for
this  transaction  and has developed a mentoring  program whereby the management
team from one of the  existing  malls will be working on a daily  basis with the
new management team to assist in achieving a seamless integration. Much has been
developed,  refined and  redefined  for  accomplishing  our goals and we are now
confident as we begin implementing this program today.

     This year our  redevelopment  plans include focusing on renovations at Cary
Towne  Center in the  Raleigh  market and Hanes Mall  located in  Winston-Salem.
These two  malls are in the top five  revenue  producers  acquired.  We also are
scheduling the renovation of Fashion Square Mall in Saginaw, MI and have several
substantial  renovations  also in the planning  stage. As we have said before we
see growth opportunities in every aspect of this acquisition.
 -6-

Retail Sales
- ------------

Though a large number of prominent retailers have reported sales declines, sales
were flat, for 2000 in our portfolio resulting in sales for the year of $284 per
square  foot.  We  recognize  that retail  REITs  report  sales using  different
parameters  and realize that it is essential to have  comparable  reporting.  We
support the industry's  effort to standardize  sales reporting.  We feel that we
have always been  conservative in our  calculation of sales,  which includes all
mall stores of less than 30,000 square feet, and excludes theaters.  Even though
per  square  foot  sales  could be  increased  substantially  by  reducing  this
criterion  to 10,000  square  feet,  we prefer to gauge our results from as many
tenants as possible and report sale per occupied square foot per month.

Occupancy  costs as a percentage of sales at our malls was 11.87% for the twelve
months  ending  December 31, 2000 compared to 11.5% for the twelve months ending
December  31,  1999.  A part of this  increase is a result of our  recovery of a
portion of the ongoing capital  improvements made to our properties.  At the end
of the fourth quarter the occupancy cost in the former Jacobs malls was 9.5%.

     Last  year  we  announced  the  addition  of  BigFatWow!  to the  CBL  mall
portfolio.  BigFatWow! is an entertainment  destination kiosk where shoppers can
access the Internet.  The Jacobs group had entered into a similar agreement with
CyberXpo. Last month BigFatWow!  acquired CyberXpo creating one leading internet
kiosk destination where shoppers can access the Internet free of charge.

In the technology arena during the coming year, we will continue to focus on two
things:  improving  the  shopping  experience  of  our  customers  and  creating
additional revenue.

Outlook
- -------

     We will continue with our conservative approach to our business, and remain
confident in our ability to grow. We are comfortable with our current 2001 First
Call  consensus  estimate of $3.94 and will  publicly  announce any revisions to
this estimate, should they occur.

o             Integration  of the newly  acquired  properties is a challenge for
              which the CBL team is fully  prepared.  The lower  occupancy costs
              and occupancy levels in the now acquired Jacobs portfolio provides
              us with  tremendous  opportunity  to  continue  the  growth of our
              company and increase our FFO.
o             With  yesterday's  acquisition  we  added  more  than  12  million
              operating partnership units to our equity capitalization which now
              consists of approximately 50 million shares and units.
o             The  refinancing  and sale of assets affords us the opportunity to
              further strengthen our balance sheet. We believe our opportunities
              will always  exceed our  capital and we will  continue to focus on
              maximizing the returns on our capital.
o             Bankruptcies  and tenant  reorganizations  may  continue and if so
              will  result in  short-term  adverse  impacts  although  they will
              create long-term opportunities.
o             We are committed to converting today's challenges into
              opportunities for tomorrow's growth.

That concludes our conference call. We will be glad to answer questions.

                                   -7-





                                    Renewal Leasing Year to Date

                                                                              
                           Prior PSF
                       Rent & Percentage    New PSF            New PSF         % Change     %Change
                             Rent           Rent-Initial       Rent-Avg.       Initial      Average
                        -----------         -----------       --------         --------     -------

Malls                       $23.36           $25.05            $25.75           7.2         10.2

Associated Centers            9.88            11.04            11.09           11.7         12.2

Community Centers            10.34            11.14            11.53            7.7         11.5





             Total Leasing Compared to Tenants Vacating Year to Date
                                                           
                          Leased         Avg. Rate       Vacated       Avg. Rate
                          ------         ---------       -------       ---------
Malls                    772,158         $ 27.26         344,132      $18.99

Associated Centers        50,687           11.08          62,650       12.02

Community Centers        324,404           11.73         104,369       12.23

                                   -8-



                                Restated FFO - eliminate the add back of written off development costs
                                        (In thousands, except per share amounts)

                                                                                      
                                          First          Second          Third        Fourth          Year
                                         Quarter        Quarter         Quarter      Quarter         Ended
Reported
- ----------
FFO                                      $27,310         $27,604        $31,065        $31,968       $117,947

FFO per Diluted Share                       0.74            0.75           0.84           0.87           3.21

Restated
- ----------
FFO                                      26,568          27,458          30,983         31,264        116,273

FFO Per Diluted Share                      0.72            0.75            0.84           0.85           3.16

Write off of development costs no
longer added back                           742             146              82            704          1,674


                                          Properties Under Construction
                                             As of December 31, 2000
                                          -----------------------------
                                                               
         Property                   Location                  Sq. Ft.     Amount
        --------------------       --------------            --------  ------------

        The Lakes Mall             Muskegon, MI              610,000   $ 40,416,000

        Meridian Mall Expansion    Lansing, MI               178,000     41,673,000

        Creekwood Crossing         Bradenton, FL             404,000     20,063,000

        Coastal Way - Phase II     Spring Hill, FL            46,000      3,444,000

                                                            ---------  ------------
        Sub Total                                           1,238,000  $105,596,000
                                                                       ============
        Parkway Place*             Huntsville, AL        **  633,000   $42,262,000

        Sub Total                                          1,871,000
          Less exisiting at Parkway Place                    383,000
                                                           ---------
        TOTAL                                              1,488,000   $147,857,000
                                                           =========   ============
        -----------------------------------------------------------------------------
         *50% share of JV with Colonial
         ** 250,000 New Square Feet


                                   -9-





                          CBL & Associates Properties, Inc.
                           Consolidated Balance Sheets
                    (Dollars in thousands, except share data)
                              (UNAUDITED)
                              (PRELIMINARY)
                                                                                    
                                                                   September 30,           December 31,
                                                                      2000                    1999
                                                                   ----------             ----------

ASSETS
Real estate assets:

  Land                                                             $  290,366             $  284,881
  Buildings and improvements                                        1,919,619              1,834,020
                                                                   ----------             ----------
                                                                    2,209,985              2,118,901
    Less: Accumulated depreciation                                  (271,046)              (223,548)
                                                                   ----------             ----------
                                                                    1,938,939              1,895,353
  Developments in progress                                            101,675                 65,201
                                                                   ----------             ----------
    Net investment in real estate assets                            2,040,614              1,960,554
Cash and cash equivalents                                               5,184                  7,074
Receivables:
  Tenant                                                               29,641                 21,557
  Other                                                                 3,472                  1,536
Mortgage notes receivable                                               8,756                  9,385
Other assets                                                           27,898                 18,732
                                                                   ----------             ----------
                                                                   $2,115,565             $2,018,838
                                                                   ==========             ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable                                   $1,424,337             $1,360,753
Accounts payable and accrued liabilities                               78,228                 64,236
                                                                   ----------             ----------
  Total liabilities                                                 1,502,564              1,424,989
Distributions and losses in excess of investment
 in unconsolidated affiliates                                           3,510                  3,212
                                                                   ----------             ----------
Minority interest                                                     174,665                170,750
                                                                   ----------             ----------
Commitments and contingencies (Note 2)
Shareholders' Equity:
  Preferred stock, $.01 par value, 5,000,000 shares
     authorized,  2,875,000 outstanding in 2000 and 1999                   29                     29
  Common stock, $.01 par value, 95,000,000 shares authorized
     25,067,287 and 24,590,936 shares issued and outstanding
     in 2000 and 1999, respectively                                       250                    248
  Additional paid - in capital                                        462,480                455,875
  Accumulated earnings (deficit)                                     (27,935)               (36,265)
                                                                   ----------             ----------
    Total shareholders' equity                                        434,825                419,887
                                                                   ----------             ----------
                                                                   $2,115,565             $2,018,838
                                                                   ==========             ==========


                                      -10-


                        CBL & Associates Properties, Inc.
             Mortgage Loans Outstanding and Interest Rate In Effect
                             As of December 31, 2000
                                 (In thousands)
                                                                                       
                                                                     MORTGAGE                INTEREST
                        CENTER                                        BALANCE                 RATE
CONVENTIONAL FIXED RATE
- -----------------------
34TH ST CROSSING                                                        $1,433               10.625%
58 CROSSING                                                                664               10.125%
BENNINGTON PLACE                                                           510               10.250%
BJ'S PLAZA                                                               3,112               10.400%
BONITA LAKES MALL                                                       28,936                6.820%
BONITA CROSSING                                                          9,067                6.820%
BRIARCLIFF SQUARE                                                        1,556               10.375%
BURNSVILLE CENTER                                                       74,184                8.000%
CORTLAND TOWNE CENTER                                                   51,949                6.900%
CEDAR BLUFF CROSSING                                                     1,129               10.625%
COLLEGE SQUARE                                                          14,726                6.750%
COLLETON SQUARE                                                            909                9.375%
COLLINS PARK COMMONS                                                       727               10.250%
COOLSPRINGS GALLERIA                                                    64,654                8.290%
COSBY STATION                                                            3,959                8.500%
COURTYARD AT HICKORY HOLLOW                                              4,366                6.770%
EAST RIDGE CROSSING                                                        689               10.125%
FRONTIER MALL                                                            1,960               10.000%
GENERAL CINEMA                                                              12                9.000%
GREENPORT TOWNE CENTER                                                   4,165                9.000%
HAMILTON CORNER                                                          3,063               10.125%
HAMILTON PLACE                                                          70,251                7.000%
HICKORY HOLLOW MALL                                                     93,775                6.770%
HENDERSON SQUARE                                                         6,313                7.500%
JANESVILLE MALL                                                         16,010                8.375%
JEAN RIBAUT                                                              3,661                7.375%
LONGVIEW CROSSING                                                          405               10.250%
MADISON PLAZA                                                            1,545               10.125%
NORTH HAVEN CROSSING                                                     6,740                9.550%
NORTHWOODS PLAZA                                                         1,178                9.750%
OAK HOLLOW MALL                                                         49,585                7.310%
PARK PLACE                                                                 952               10.000%
PERIMETER PLACE                                                          1,378               10.625%
RIVERGATE MALL                                                          75,789                6.770%
SEACOAST SHOPPING CENTER                                                 5,452                9.750%
SHENANDOAH CROSSING                                                        509               10.250%
SPRINGHURST TOWNE CENTER                                                22,532                6.650%
ST CLAIR SQUARE                                                         73,047                7.000%
                                      -11-

STROUD MALL                                                             32,500                8.420%
SUBURBAN PLAZA                                                           8,546                7.875%
THE TERRACE                                                             10,147                7.300%
TURTLE CREEK MALL                                                       32,868                7.400%
UVALDE PLAZA                                                               660               10.625%
VALLEY COMMONS                                                             879               10.250%
VILLAGE AT RIVERGATE                                                     3,580                6.770%
WALNUT SQUARE                                                              729               10.125%
WALNUT SQUARE                                                              389               10.000%
WESTGATE CROSSING                                                        9,876               8.5000%
WESTGATE MALL                                                           46,724                6.950%
WILLOW SPRINGS PLAZA                                                     4,567                9.750%
YORK GALLERIA                                                           52,000                8.340%
                                                               ----------------
                                                                      $904,357
UNCONSOLIDATED:
- ---------------
GOVERNORS SQUARE         47.5%                                          16,406                8.230%
PLAZA DEL SOL            50.0%                                           2,546                9.150%
MADISON SQUARE           50.0%                                          23,825                9.250%
                                                               ----------------
                                                                       $42,777
MINORITY INVESTOR INTEREST:
- ---------------------------
HAMILTON CORNER          10%                                             (306)               10.125%
HAMILTON PLACE           10%                                           (7,025)                7.000%
THE TERRACE              10%                                             (812)                7.300%
MADISON PLAZA            25%                                             (386)               10.125%
OAK HOLLOW MALL          25%                                          (12,396)                7.310%
PARK PLACE                5%                                              (48)               10.000%
ERMC                     25%                                              (39)                8.000%
UVALDE PLAZA             25%                                             (165)               10.625%
                                                               ----------------
                                                                     ($21,177)

TOTAL CONVENTIONAL FIXED RATE                                         $925,957
                                                               ----------------
WEIGHTED AVERAGE INTEREST RATE                                          7.537%
                                                               ----------------

CONVENTIONAL FLOATING RATE
- --------------------------
COST OF CAPS
PARKWAY PLACE  50%                                Swap  *               $5,627               7.3361%
ARBOR PLACE                                       Swap  *               99,300               7.1111%
ASHEVILLE MALL                                    Swap  *               51,000               6.9861%
ASHEVILLE MALL  expansion                         Swap  *               24,322               7.3361%
COASTAL WAY  SPRING HILL FL                       Swap  *                7,572               7.2361%
CHESTERFIELD CROSSING                             Swap  *                7,093               7.2361%
GUNBARRELL POINTE                                 Swap  *               12,087               7.2361%
MERIDIAN MALL                                     Swap  *               80,000               7.1111%
SAND LAKE CORNER                                  Swap  *               14,012               7.1361%
SPRINGDALE MALL                                   Swap  *               21,661               7.1361%
SUTTON PLAZA                                      Swap  *               12,039               7.2361%
                                      -12-

THE LANDING AT ARBOR PLACE                        Swap  *               11,162               7.1111%
CREDIT LINES                                      Swap  *              126,971               6.9840%
CREDIT LINES                                                            19,029               7.7600%
                                                               ----------------
TOTAL CONVENTIONAL FLOATING RATE                                      $491,874

CONSTRUCTION LOANS
- ------------------
MERIDIAN MALL EXPANSION                                                  9,739               7.7450%
CREEKWOOD CROSSING                                                      10,303               7.7800%
THE LAKES MALL                                                          13,536               7.9850%
                                                               ----------------
TOTAL CONSTRUCTION LOANS                                                33,578


TOTAL VARIABLE DEBT                                                   $525,452
                                                               ----------------
WEIGHTED AVERAGE INTEREST RATE                                          7.164%
                                                               ----------------

TOTAL CONSOLIDATED & UNCONSOLIDATED                                 $1,451,409
                                                               ----------------
WEIGHTED AVERAGE INTEREST RATE                                          7.402%
                                                               ----------------

TOTAL BALANCE SHEET DEBT                                            $1,424,183
                                                               ----------------
WEIGHTED AVERAGE INTEREST RATE                                          7.386%
                                                               ----------------

TOTAL FIXED RATE UNCONSOLIDATED DEBT                                   $42,777
                                                               ----------------
WEIGHTED AVERAGE INTEREST RATE                                          8.853%
                                                               ----------------

TOTAL VARABLE RATE UNCONSOLIDATED DEBT                                  $5,627
                                                               ----------------
WEIGHTED AVERAGE INTEREST RATE                                          7.336%
                                                               ----------------

                                      -13-




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: February 1, 2001




                                      -14-