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 Quarterly  Report of CBL & ASSOCIATES  PROPERTIES,
INC. (the  "Company") on Form 10-Q for the three months ending March 31, 2005 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 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/ Charles B. Lebovitz
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Charles B. Lebovitz, Chief Executive Officer

May 10, 2005
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Date