CBL & ASSOCIATES PROPERTIES REPORTS YEAR-END RESULTS; ANNOUNCES PROPOSED INCREASE IN CASH DIVIDEND.

CHATTANOOGA, Tenn.--(BUSINESS WIRE)--Feb. 4, 1997--

-- Funds from operations increased 19.9% for 1996

-- Acquired shopping centers totaling 1.4 million square feet,

including one regional mall 

-- Opened one mall expansion and five community centers, totaling

866,000 square feet

CBL & Associates Properties, Inc. (NYSE:CBL) today announced results for the fourth quarter and year ended December 31, 1996. For 1996, funds from operations (FFO) on a fully converted basis increased 19.9% to $61,997,000 compared with $51,686,000 for 1995. On a per share basis, FFO increased 7.9% to $2.05 for 1996, after taking into account a follow-on offering of 4,163,500 shares of common stock in September 1995, compared with $1.90 for 1995. Income before extraordinary items for 1996 increased 73.2% to $35,243,000 compared with income before extraordinary items of $20,349,000 for 1995. On a per share basis, income before extraordinary items increased 48.2% to $1.69 for 1996 compared with $1.14 in 1995. Revenues for 1996 increased 11.5% to $146,805,000 over revenues of $131,727,000 in 1995.

For the fourth quarter ended December 31, 1996, FFO on a fully converted basis increased 10.8% to $16,476,000, or $0.54 per share, compared with $14,865,000, or $0.49 per share, in the year-earlier period. Net income for the fourth quarter of 1996 increased 66.2% to $10,009,000 compared with $6,022,000 in the prior-year period. Net income per share was $0.48 compared with $0.29 a year ago. Revenues in the fourth quarter increased 9.9% to $39,964,000 from $36,378,000 in the fourth 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-line rents. Had these two items been included, as permitted by NAREIT, FFO for the fourth quarter of 1996 would have been $0.57 per share and FFO for 1996 as a whole would have been $2.28 per share.

CBL also announced that it expects to increase its regular quarterly cash dividend to $.4425 (forty-four and one-fourth cents) per share from $.42 per share, effective for the first quarter of 1997. This 5.4% increase would raise CBL's annual dividend to $1.77 per share from $1.68 per share and represents the third consecutive increase in CBL's annual dividend.

CBL's chairman, president and chief executive officer, Charles B. Lebovitz, said, "Our existing portfolio made significant contributions to our earnings growth. With our active new development program, we expect new developments and acquisitions to produce a larger share of growth going forward. The anticipated dividend increase reflects both our strong performance in 1996 and optimism about our prospects for 1997. We have consistently increased the dividend at a lower rate than our growth in funds from operations resulting in a reduction of our dividend payout ratio."

Mall shop sales, for those tenants who have reported, increased 1.5% on a comparable per square foot basis for 1996 compared with 1995. Average sales per square foot in our stabilized mall portfolio in 1996 were $240 compared with $237 per square foot in 1995. Total mall sales volume increased 7.8% to $682.8 million for 1996 compared with $633.3 million for 1995.

Total portfolio occupancy increased to 93.3% at December 31, 1996, compared with 93.2% a year ago. Occupancy decreased at our stabilized malls to 89.0% at year-end from 89.8% in 1995; new malls increased to 87.7% from 81.1%; associated centers increased to 99.6% from 99.0%; and community centers increased to 97.2% from 96.8% at December 31, 1995.

Average base rents per square foot at December 31, 1996, increased over the prior year by 4.1% for stabilized malls to $19.03; by 7.1% for new malls to $22.43; by 2.6% for associated centers to $8.59; and by 4.2% to $6.94 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 108 properties totaling 20.4 million square feet, manages an additional 2.6 million square feet of non-owned shopping centers, and presently has under construction nine new shopping centers totaling 3.1 million square feet, including one mall, two power centers, two associated centers and four community centers. -0-

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

Consolidated Statements of Operations (Unaudited)

                           Three Months Ended        Year Ended
                               December 31,          December 31,
                             1996       1995       1996       1995
Funds from operations -
 operating partnership
 units fully converted    $  16,476  $  14,865  $  61,997  $  51,686
Funds from operations
 applicable to REIT
 shareholders             $  11,368  $  10,252  $  42,776  $  33,875
Funds from operations
 per share                $    0.54  $    0.49  $    2.05  $    1.90
Dividend declared per
 share                    $    0.42  $  0.3975  $    1.68  $    1.59

Revenues:
 Minimum rents            $  25,342  $  21,816  $  93,217  $  82,319
 Percentage rents               859      1,043      2,724      2,811
 Other rents                  1,068        998      1,758      1,507
 Tenant reimbursements       10,892     10,827     42,447     38,370
 Management and leasing
  fees                          532        578      2,377      2,235
 Development fees                 0          0          7        271
 Interest and other           1,271      1,116      4,275      4,214
  Total revenues          $  39,964  $  36,378  $ 146,805  $ 131,727

Expenses:
 Property operating       $   6,808  $   6,288  $  24,232  $  21,611
 Depreciation and
  amortization                6,856      6,062     25,439     22,834
 Real estate taxes            3,329      2,786     11,587     10,087
 Maintenance and repairs      2,459      2,802      8,957      8,991
 General and administrative   2,259      2,157      8,467      8,049
 Interest                     8,435      7,642     31,684     31,951
 Other                          196        140        646        605
  Total expenses          $  30,342  $  27,877  $ 111,012  $ 104,128

Income from operations    $   9,622  $   8,501  $  35,793  $  27,599
Gain (loss) on sale of
 real estate assets           4,724        (22)    13,614      2,213
Equity in earnings of
 unconsolidated affiliates      302        332      1,831      1,450
Minority investors'
 interest in earnings:
  Operating partnership      (4,497)    (2,722)   (15,468)   (10,527)
  Shopping center properties   (142)       (67)      (527)      (386)
Income before
 extraordinary item          10,009      6,022     35,243     20,349
Extraordinary loss on early
 extinguishment of debt           0          0       (820)      (326)
Net income                $  10,009  $   6,022  $  34,423  $  20,023
Per share data:
 Income before
  extraordinary item      $    0.48  $    0.29  $    1.69  $    1.14
 Net income               $    0.48  $    0.29  $    1.65  $    1.12
Weighted average shares
 outstanding:
  Primary                    20,938     20,832     20,890     17,827
  Operating partnership
   units fully converted     30,346     30,206     30,276     27,200

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)

Summarized Balance Sheet Information
                                          December 31,   December 31,
                                              1996           1995
                                            (Audited)      (Audited)
Cash and cash equivalents                 $    4,298      $    3,029
Total assets                               1,025,925         814,168
Mortgage notes payable                       590,295         392,754
Minority investors' interests                114,425         113,692
Shareholders' equity                         272,804         270,892


Funds From Operations             Three Months Ended     Year Ended
 Calculation                         December 31,        December 31,
                                      New Basis           New Basis
                                    1996      1995      1996      1995

Income from operations            $ 9,622   $ 8,501   $35,793   $27,599
Add: Depreciation and
      amortization from
      consolidated properties       6,856(1)  6,221(2) 25,439(3) 23,407(4)
     Income from operations of
      unconsolidated affiliates       302       324     1,831     1,428
     Depreciation and amortization
      from unconsolidated
      affiliates                      306       310     1,203     1,264
     Write-off of development
      costs charged to net
      income                          196       140       646       605

Less: Minority investors' share of
       income from operations in
       seven properties              (142)      (47)     (527)     (366)
      Minority investors' share of
       depreciation and amortization
       in seven properties           (173)     (163)     (659)     (345)
      Preference return paid to
       mortgagees                     (64)     (195)     (395)     (930)
      Adjustment for straight-lining
        of rents:
        Consolidated properties      (311)     (234)   (1,039)     (998)
        Unconsolidated affiliates       5         8         9        22
        Minority investors'
         share of seven
         properties                   (28)        0       (17)        0
      Depreciation and
        amortization of non-
        real estate assets and
        finance costs                 (93)        0      (287)        0

        TOTAL FFO                $ 16,476  $ 14,865  $ 61,997  $ 51,686
        FFO PER SHARE            $   0.54  $   0.49  $   2.05  $   1.90

(1) Old Basis would have included $176 of non-real estate
    depreciation, which now is classified as property operating
    expense on the income statement, and excluded finance costs.
(2) Includes $159 of non-real estate depreciation, which now is
    classified as property operating expense on the income
    statement.
(3) Old Basis would have included $693 of non-real estate
    depreciation, which now is classified as property operating
    expense on the income statement, and excluded finance costs.
(4) Includes $573 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