Exhibit 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles B. Lebovitz, John N. Foy and
Stephen D. Lebovitz and each of them, with full power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report of CBL & Associates Properties, Inc. on
Form 10-K for the fiscal year ended December 31, 2004, including one or more
amendments to such Form 10-K, which amendments may make such changes as such
person deems appropriate, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney
on the date set opposite his respective name.


            Signature                                    Title                                Date

                                                                                    
  /s/ Charles B. Lebovitz             Chairman of the Board, and Chief Executive          February 2, 2005
- ------------------------------        Officer (Principal Executive Officer)
Charles B. Lebovitz

  /s/ John N. Foy                     Vice Chairman of the Board, Chief Financial         February 2, 2005
- ------------------------------        Officer and Treasurer (Principal Financial
John N. Foy


  /s/ Stephen D. Lebovitz             Officer and Principal Accounting Officer)           February 2, 2005
- ------------------------------        Director, President and Secretary
Stephen D. Lebovitz

  /s/ Claude M. Ballard               Director                                            February 2, 2005
- ------------------------------
Claude M. Ballard

  /s/ Gary L. Bryenton                Director                                            February 2, 2005
- ------------------------------
Gary L. Bryenton

  /s/ Martin J. Cleary                Director                                            February 2, 2005
- ------------------------------
Martin J. Cleary

  /s/ Leo Fields                      Director                                            February 2, 2005
- ------------------------------
Leo Fields

  /s/ Matthew S. Dominski             Director                                            February 2, 2005
- ------------------------------
Matthew S. Dominski

  /s/ Winston W. Walker               Director                                            February 2, 2005
- ------------------------------
Winston W. Walker