Exhibit 32.2



                            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 three months ending June 30, 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.


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

August 14, 2003
- ------------------------------------
Date




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