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 for the year ending December 31, 2004 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
- ------------------------------------
Charles B. Lebovitz, Chief Executive Officer

March 15, 2006
- ------------------------------------
Date