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, 2005,  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          March 14, 2006
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Charles B. Lebovitz                   Officer (Principal Executive Officer)
  /s/ John N. Foy                     Vice Chairman of the Board, Chief Financial         March 14, 2006
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John N. Foy                           Officer and Treasurer (Principal Financial
                                      Officer and Principal Accounting Officer)
  /s/ Stephen D. Lebovitz             Director, President and Secretary                   March 14, 2006
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Stephen D. Lebovitz

  /s/ Claude M. Ballard               Director                                            March 14, 2006
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Claude M. Ballard

  /s/ Gary L. Bryenton                Director                                            March 14, 2006
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Gary L. Bryenton

  /s/ Martin J. Cleary                Director                                            March 14, 2006
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Martin J. Cleary

  /s/ Leo Fields                      Director                                            March 14, 2006
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Leo Fields

  /s/ Matthew S. Dominski             Director                                            March 14, 2006
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Matthew S. Dominski

  /s/ Winston W. Walker               Director                                            March 14, 2006
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Winston W. Walker