CBL & ASSOCIATES PROPERTIES, INC. REPORTS THIRD QUARTER RESULTS.

CHATTANOOGA, Tenn.--(BUSINESS WIRE)--Oct. 30, 1996--

-- Funds from operations increased 23.6%

-- Ten projects totaling 3.3 million square feet under construction

-- Opened three shopping centers totaling 540,000 square feet

-- Completed sale of one community center

CBL & Associates Properties, Inc. (NYSE:CBL) today announced results for the third quarter and nine months ended September 30, 1996. For the third quarter of 1996, funds from operations (FFO) on a fully converted basis increased 23.6% to $15,401,000 compared with $12,458,000 for the third quarter of 1995. On a per share basis, FFO increased 8.2% to $.51 for the third quarter of 1996, after taking into account a follow-on offering of 4,163,500 shares in September 1995, compared with $.47 in the year-earlier period. Net income for the third quarter of 1996 increased 49.4% to $6,779,000 from $4,536,000 in 1995. On a per share basis, net income increased 23.1% to $.32 in the third quarter of 1996 compared with $.26 in the prior-year period. Revenues for the third quarter of 1996 increased 7.1% to $35,491,000 over revenues of $33,127,000 in the third quarter of 1995.

Funds from operations for the nine months ended September 30, 1996, increased 23.7% to $45,532,000, or $1.51 per share, compared with $36,821,000, or $1.41 per share, for the year-earlier period. Net income for the first nine months of 1996 increased 74.4% to $24,413,000, or $1.17 per share, compared with $14,001,000, or $.83 per share, for 1995. Revenues for the first nine months of 1996 increased 12.1% to $106,840,000 over revenues of $95,348,000 in the first nine months 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, FFO for the third quarter of 1996 would have been $.53 per share and FFO for the first nine months of 1996 would have been $1.71 per share.

Commenting on the results, CBL's chairman, president and chief executive officer, Charles B. Lebovitz, said, "The increase in our total portfolio occupancy was led by our new malls and community centers. We experienced some softness in sales and occupancy in our stabilized malls partially due to a challenging retail environment and a tough comparison to our exceptionally strong results in the third quarter of 1995. Our growth in earnings for this quarter was balanced between our new and existing centers."

Total mall shop sales volume increased 7.9% to $421.8 million for the first nine months of 1996 compared with $390.9 million in the 1995 period. Mall shop sales in stabilized malls, for those tenants who have reported, increased 0.7% on a comparable per square foot basis for the first nine months of 1996 compared with the first nine months of 1995, which increased 4.6% over 1994.

Total portfolio occupancy increased to 93.5% at September 30, 1996, compared with 92.7% a year earlier. Occupancy decreased to 88.0% at CBL's stabilized malls at September 30, 1996 compared with 89.0% at September 30, 1995; new malls increased to 88.1% from 79.4%; associated centers increased to 99.6% from 97.5%; and community centers increased to 97.3% from 96.8% at September 30, 1995.

Average base rents per square foot at September 30, 1996, increased over the prior-year period by 5.5% for malls to $18.44; by 4.5% for associated centers to $8.57; and by 2.1% to $6.77 per square foot for community centers.

On October 23, 1996, CBL held grand re-opening ceremonies for the 1.1 million-square-foot Westgate Mall in Spartanburg, South Carolina. Westgate Mall is anchored by Belk, Dillard's, J.B. White, JCPenney, Sears and Upton's, and currently has 87% of small shop space leased and committed. CBL also announced that it has completed the sale of its freestanding Lowe's Home Improvement Center in Adrian, Michigan.

In a previous announcement, CBL's board of directors declared a regular quarterly cash dividend of $.42 per share. The dividend, which equates to an annual rate of $1.68 per share for 1996, is payable November 13, 1996, to shareholders of record on October 30, 1996.

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 106 properties totaling 19.3 million square feet, manages an additional 2.8 million square feet of non-owned shopping centers, and presently has under construction ten new shopping centers totaling 3.3 million square feet, including one mall, two power centers, two associated centers and five community centers. -0-

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

Consolidated Statements of Operations (Unaudited)

                               Three Months Ended  Nine Months Ended
                                 September 30,      September 30,
                                 1996      1995     1996      1995
Funds from operations
 -- operating partnership
 units fully converted         $15,401   $12,458  $45,532   $36,821
Funds from operations
 applicable to REIT
 shareholders                  $10,628   $ 8,055  $31,415   $23,641
Funds from operations
 per share                     $  0.51   $  0.47  $  1.51   $  1.41
Dividend declared per share    $  0.42   $0.3975  $  1.26   $1.1925

Revenues:
  Minimum rents                $22,804   $21,234  $67,875   $60,503
  Percentage rents                 511       482    1,865     1,768
  Other rents                      250       201      689       509
  Tenant reimbursements         10,235     9,600   31,555    27,543
  Management and leasing fees      586       484    1,845     1,656
  Development fees                   0        22        7       271
  Interest and other             1,105     1,104    3,004     3,098
     Total revenues            $35,491   $33,127 $106,840   $95,348

Expenses:
  Property operating           $ 5,721   $ 5,586  $17,424   $15,322
  Depreciation and
   amortization                  6,232     5,872   18,583    16,773
  Real estate taxes              2,756     2,513    8,258     7,301
  Maintenance and repairs        2,039     2,257    6,498     6,211
  General and administrative     1,869     1,679    6,208     5,869
  Interest                       7,754     8,731   23,249    24,309
  Other                            185         4      450       465
     Total expenses            $26,556   $26,642  $80,670   $76,250

Income from operations         $ 8,935   $ 6,485  $26,170   $19,098
Gain on sales of
 real estate assets              1,411       651    8,890     2,235
Equity in earnings of
  unconsolidated affiliates        430       373    1,540     1,118
Minority investors'
 interest in earnings:
     Operating partnership      (3,044)   (2,475) (10,971)   (7,805)
     Shopping center properties   (122)     (172)    (385)     (319)
Income before extraordinary
 item                            7,610     4,862   25,244    14,327
Extraordinary loss on early
 extinguishment of debt           (831)     (326)    (831)     (326)
Net income                     $ 6,779   $ 4,536  $24,413   $14,001
Per share data:
  Income before extraordinary
   item                        $  0.36   $  0.28  $  1.21   $  0.85
  Net income                   $  0.32   $  0.26  $  1.17   $  0.83
Weighted Average
 shares outstanding:
  Primary                       20,914    17,149   20,873    16,814
  Operating partnership
   units fully converted        30,305    26,522   30,253    26,188

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

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

Summarized Balance Sheet Information    September 30,   December 31,
                                            1996           1995
                                        (Unaudited)      (Audited)
Cash and cash equivalents                 $ 12,694       $  3,029
Developments in progress                   107,923         28,273
Total assets                               906,957        814,168
Mortgage notes payable                     474,351        392,754
Minority investors' interests              117,775        113,692
Shareholders' equity                       279,660        270,892

Funds From Operations        Three Months Ended    Nine Months Ended
  Calculation                   September 30,        September 30,
                              New Basis            New Basis
                                1996      1995       1996       1995
Income from operations        $ 8,935   $ 6,485    $26,170    $19,098
Add: Depreciation and
      amortization from
      consolidated properties   6,232(1)  6,023(2)  18,583(3)  17,186(4)
      Income from operations
       of unconsolidated
       affiliates                 430       373      1,540      1,118
      Depreciation and
       amortization from
       unconsolidated
       affiliates                 271       314        897        954
      Write-off of development
       costs charged to
       net income                 185         4        450        465

Less: Minority investors' share
       of income from operations
       in seven properties       (122)     (172)      (385)      (319)
      Minority investors' share
       of depreciation and
       amortization in seven
       properties                (171)      (85)      (486)      (182)
      Preference return paid
       to mortgagees               17      (246)      (331)      (735)
      Adjustment for
       straight-lining of rents:
        Consolidated properties  (328)     (223)      (728)      (750)
        Unconsolidated affiliates  14       (14)         4        (14)
        Minority investors' share
         of seven properties        3        (1)        12          0
      Depreciation and amortization
       of non-real estate assets
       and finance costs          (65)        0       (194)         0

  TOTAL FFO                   $15,401   $12,458    $45,532    $36,821
  FFO PER SHARE               $  0.51   $  0.47    $  1.51    $  1.41

    (1) Old Basis would have included $168 of non-real estate
depreciation, which now is classified as property operating expense
on the income statement, and excluded finance costs.
    (2) Includes $151 of non-real estate depreciation, which now is
classified as property operating expense on the income statement.
    (3) Old Basis would have included $517 of non-real estate
depreciation, which now is classified as property operating expense
on the income statement, and excluded finance costs.
    (4) Includes $413 of non-real estate depreciation, which now is
classified as property operating expense on the income statement

CONTACT: CBL & Associates Properties, Inc., Chattanooga

John N. Foy, 423/855-0001