EXHIBIT 2.6


                CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
CBL & Associates Properties, Inc.:

We consent to the incorporation by reference in the registration statement
(Form S-3 No. 333-47041) of CBL & Associates Properties, Inc. of our report
dated October 20, 1998, with respect to the statement of excess revenue over
specific operating expenses of Janesville Mall which report appears in the
Form 8-K/A of CBL & Associates Properties, Inc. dated November 10, 1998.
          
     KPMG Peat Marwick LLP 
     Cleveland, Ohio
     November 6, 1998