CBL & ASSOCIATES PROPERTIES, INC. REPORTS FIRST QUARTER RESULTS; Funds from operations increased 24.2%; Eight projects totaling 1.3 million square feet under construction; Reduced credit facility pricing and expanded facility by $17 million.

CHATTANOOGA, Tenn--(BUSINESS WIRE)--April 30, 1996--CBL & Associates Properties, Inc. (NYSE:CBL) today announced results for the first quarter ended March 31, 1996. Funds from operations (FFO) on a fully converted basis increased 24.2% to $15,149,000 for the first quarter of 1996 compared with $12,201,000 for the first quarter of 1995. On a per share basis, FFO increased 6.4% to $0.50 for the first quarter of 1996, after taking into account a follow-on offering of 4,163,500 shares in September 1995, compared with $0.47 in the year-earlier period. Net income for the first quarter of 1996 increased 49.7% to $6,737,000 from $4,500,000 in 1995. On a per share basis, net income increased 18.5% to $0.32 in the first quarter of 1996 compared with $0.27 in the prior-year period. Revenues for the first quarter of 1996 increased 15.2% to $35,380,000 over revenues of $30,718,000 in the first quarter of 1995.

Funds from operations were calculated in accordance with NAREIT's recommendation concerning finance costs and non-real estate depreciation. However, the FFO calculation excluded outparcel sales and straight-lined rents. Had these two items been included in the FFO calculation, as permitted by NAREIT, funds from operations for the first quarter of 1996 would have been $.53 per share.

Commenting on the results, CBL's chairman, president and chief executive officer, Charles B. Lebovitz, said, "Despite a difficult retailing environment and severe winter weather, total portfolio occupancy increased to 92.8% and mall sales were up 3.8%. Improved operations at our existing malls and community centers had a positive impact on our bottom line, and the six new centers opened and acquired in 1995 were key contributors to our growth."

The Company also announced that its major line bank, Wells Fargo, has agreed to reduce the pricing on its $85 million facility by 25 basis points to 150 basis points over LIBOR. The SunTrust facility pricing has been reduced by 40 basis points to 125 basis points over LIBOR and the First Tennessee credit facility has been expanded by $17 million.

In a previous announcement, CBL's board declared an increase of 5.7% in the regular quarterly cash dividend to $.42 per share from $.3975 per share. The dividend, which equates to an annual rate of $1.68 per share for 1996, is payable May 23, 1996, to shareholders of record on May 8, 1996.

Mall shop sales in stabilized malls, for those tenants who have reported, increased 3.8% on a comparable per square foot basis for the first quarter of 1996 compared with the prior-year period. Total mall shop sales volume increased 19.2% to $133.5 million for the first quarter of 1996 compared with $112.0 million in the 1995 period.

Total portfolio occupancy increased to 92.8% at March 31, 1996, compared with 92.7% a year earlier. Occupancy increased at CBL's stabilized malls to 87.7% at March 31, 1996, from 87.5% at March 31, 1995; new malls increased to 84.1% from 82.1%; associated centers increased to 99.0% from 98.6%; and community centers increased to 96.9% from 96.7% at March 31, 1995.

Average base rents per square foot at March 31, 1996, increased over the prior-year period by 4.7% for malls to $18.33; by 2.8% for associated centers to $8.47; and by 2.1% to $6.73 per square foot for community centers.

CBL & Associates Properties, Inc. is a real estate investment trust which owns regional malls and community shopping centers, primarily in the Southeast and select markets in the northeastern United States. The Company has a portfolio of 105 properties totaling 18.9 million square feet, manages an additional 2.1 million square feet of non-owned shopping centers, and presently has under construction seven new shopping centers and one mall redevelopment and expansion totaling 1.3 million square feet. -0-

                  CBL & ASSOCIATES PROPERTIES, INC.
              (in thousands, except per share amounts)

Consolidated Statements of Operations
(Unaudited)                                        Three Months Ended
                                                       March 31,
                                                     1996     1995
Funds from operations -- operating partnership
 units fully converted                              $15,149  $12,201
Funds from operations applicable to REIT
 shareholders                                       $10,450  $ 7,805
Funds from operations per share                     $  0.50  $  0.47
Dividend declared per share                         $  0.42  $0.3975

Revenues:
  Minimum rents                                     $22,498  $19,004
  Percentage rents                                    1,046      997
  Other rents                                           233      147
  Tenant reimbursements                              10,123    8,722
  Management and leasing fees                           608      590
  Development fees                                        0      249
  Interest and other                                    872    1,009
    Total revenues                                   35,380   30,718

Expenses:
  Property operating                                  5,418    4,898
  Depreciation and amortization                       6,149    5,325
  Real estate taxes                                   2,660    2,330
  Maintenance and repairs                             2,256    1,910
  General and administrative                          2,189    2,385
  Interest                                            7,891    7,398
  Other                                                 196        0
    Total expenses                                   26,759   24,246
Income from operations                                8,621    6,472
Gain on sale of real estate assets                      615      152
Equity in earnings of unconsolidated affiliates         670      527
Minority investors' interest in earnings:
  Operating partnership                              (3,019)  (2,535)
  Shopping center properties                           (150)    (116)
Net income                                          $ 6,737  $ 4,500
Net income per share                                $  0.32  $  0.27
Weighted Average shares outstanding:
  Primary                                            20,847   16,642
  Operating partnership units fully converted        30,221   26,016

    Certain reclassifications have been made to prior-year income
statement in order to conform with the current-year presentation.

                     CBL & ASSOCIATES PROPERTIES, INC.
                            (In thousands)

Summarized Balance Sheet Information              March 31, December 31,
                                                     1996     1995
                                                (Unaudited) (Audited)
Cash and cash equivalents                          $  2,121 $  3,029
Total assets                                        827,314  814,168
Mortgage notes payable                              406,970  392,754
Minority investors' interests                       116,815  113,692
Shareholders' equity                                277,910  270,892

Funds From Operations Calculation            Three Months Ended
                                                  March 31,
                                     New Basis   Old Basis
                                        1996       1996       1995
Income from operations                $ 8,621    $ 8,621    $ 6,472
Add:  Depreciation and amortization
 from consolidated properties           6,149      6,326/a    5,485/b
Add:  Income from operations of
 unconsolidated affiliates                670        670        527
Add:  Depreciation and amortization
 from unconsolidated affiliates           318        318        331
Add:  Write-off of development costs
 charged to net income                    196        196          0

Less:  Minority investors' share of
 income from operations in
 seven properties                        (150)      (150)      (116)
Less:  Minority investors' share of
 depreciation and amortization
 in seven properties                     (159)      (159)       (47)
Less:  Preference return paid
 to mortgagees                           (263)      (263)      (281)
Less:  Adjustment for straight-lining
 of rents:
 Consolidated properties                 (164)      (164)      (171)
 Unconsolidated affiliates                 (7)        (7)         0
 Minority investors' share of seven
  properties                                2          2          1
Less:Depreciation and amortization of
 non-real estate assets and finance
 costs                                    (64)         0          0

TOTAL FFO                             $15,149    $15,390    $12,201
FFO PER SHARE                         $  0.50    $  0.51    $  0.47

    (a) Includes $177,000 of non-real estate depreciation which is
classified as property operating expense on the income statement.
    (b) Includes $160,000 of non-real estate depreciation which is
classified as property operating expense on the income statement

CONTACT: CBL & Associates Properties, Inc., Chattanooga

John N. Foy, 423/855-0001