Exhibit 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES,
INC. (the "Company") on Form 10-Q for the period ending March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, John N. Foy, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

         A signed original of this written statement required by Section 906 has
been provided to CBL & Associates Properties, Inc. and will be retained by CBL &
Associates Properties, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.


/s/ John N. Foy
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John N. Foy, Vice Chairman of the Board,
Chief Financial Officer and Treasurer

May 15, 2003
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Date




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