Exhibit 32.1



                            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 Annual Report of CBL & ASSOCIATES  PROPERTIES,  INC.
(the  "Company")  on Form 10-K/A for the year ending  December 31, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I,  Charles  B.  Lebovitz,  Chief  Executive  Officer of the  Company,  certify,
pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 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/ Charles B. Lebovitz
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Charles B. Lebovitz, Chief Executive Officer

March 23, 2004
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Date