Exhibit 3.6

                            CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        CBL & ASSOCIATES PROPERTIES, INC.



     1. The name of the  corporation  (which is  hereinafter  referred to as the
"Corporation") is "CBL & Associates Properties, Inc."

     2. The Amended and Restated Certificate of Incorporation, dated November 2,
1993,  as amended by the  Certificate  of  Amendment to the Amended and Restated
Certificate of  Incorporation,  dated May 8, 1996, as amended by the Certificate
of Amendment to the Amended and Restated  Certificate  of  Incorporation,  dated
January 31, 2001, as amended by the  Certificate of Amendment to the Amended and
Restated  Certificate of Incorporation,  dated June 24, 2003, as supplemented by
the  Certificate  of  Designation,  dated  June 29,  1998,  the  Certificate  of
Designation,  dated May 4, 1999, the Certificate of Designation,  dated June 11,
2002,  and the  Certificate  of Decrease,  dated June 26, 2002 (the "Amended and
Restated  Certificate of  Incorporation")  shall be further  amended as provided
below.

     3. This  Certificate  of Amendment  has been duly  proposed by  resolutions
adopted and declared  advisable  by the Board of  Directors of the  Corporation,
duly  adopted by the  stockholders  of the  Corporation  and duly  executed  and
acknowledged  by  the  officers  of  the  Corporation  in  accordance  with  the
provisions of Sections 103 and 242 of the General  Corporation  Law of the State
of Delaware.

     4. The text of  Article  IV of the  Amended  and  Restated  Certificate  of
Incorporation is hereby amended as follows:

                                   ARTICLE IV

     Section A of Article IV is hereby  deleted in its entirety and in its place
is inserted the following as Section A of Article IV:


     A. Classes and Number of Shares.

     The  total  number  of  shares of all  classes  of  Equity  Stock  that the
Corporation  shall have  authority to issue is One Hundred  Ninety-Five  Million
(195,000,000)  shares,  consisting of (i) Fifteen Million (15,000,000) shares of
preferred stock, par value $.01 per share (the "Preferred Stock"),  and (ii) One
Hundred Eighty Million  (180,000,000) shares of common stock, par value $.01 per
share (the "Common Stock").

                                       1




     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be signed by its Chairman of the Board and Chief Executive  Officer
and attested to by its Secretary this 10th day of May, 2005.


                                        CBL & ASSOCIATES PROPERTIES, INC.


                                        By:    /s/ Charles B. Lebovitz
                                           -----------------------------------
                                                 Charles B. Lebovitz,
                                                 Chairman of the Board and
                                                 Chief Executive Officer

ATTEST:

/s/ Stephen D. Lebovitz
- ---------------------------
Stephen D. Lebovitz,
Secretary