SecProbe.io

Mail Stop 4561
September 28, 2006

Charles B. Lebovitz
2030 Hamilton Place Blvd, Suite 500
Chattanooga, TN 37421

Re: CBL & Associates Properties, Inc.
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
  Filed March 15, 2006
Forms 10-Q for Fiscal Quarters E nded March 31, 200 6 and June 30,
2006
  File No. 001-12494

Dear Mr. Lebovitz:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents.  In some of our
comments, we may ask you to provide us in formation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Funds From Operations, page 56

1. We note that you adjusted for the minority  interest in earnings of the operating
partnership.  Please explain your basis fo r this adjustment and tell us how you
have determined that this measure is comparable to net income which is calculated after an allocation of income to minority unitholders.  To the extent
your determination of FFO differs from the NAREIT definition, such as one that
is calculated to exclude the effects of minority interest, please revise your reference to the measure accordingly.

Charles B. Lebovitz
CBL & Associates Properties, Inc.
September 28, 2006 Page 2
2. Tell us what adjustments you are making to FFO in order to arrive at “FFO applicable to our shareholders”.  Additionally, tell us what consideration you have given to disclosing this information in your filing.

Financial Statements and Notes

Note 5 – Joint Ventures, page 83
3. Reference is made to the first two pa ragraphs on page 85.  We note that the
company accounts for its 50% interest in the Triangle Town Member LLC joint venture using the equity method.  Given th at the company is required to fund any
additional equity necessary for capital expe nditures, including future development
or expansion of the property, and any opera ting deficits of the joint venture,
please tell us how considered FIN 46(R) in  determining whether this joint venture
should be consolidated in the company’s financial statements.

Exhibits 32.1 and 32.2
4. We note that the company’s Certifications  Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, refers to your Form 10-K for the year ended D ecember 31, 2004.  Please file a revised
certification that refers to your Form 10-K for the year ended December 31, 2005.

Form 10-Q for the period ending March 31, 2006

Financial Statements and Notes

Note 9 – Share-Based Compensation, page 11
5. We note that the Black –Scholes option pr icing model is used to determine the
fair value of the stock options.  Please te ll us and disclose in future filings the
significant assumptions used in estimating th e fair value.  Reference is made to
paragraph A240 of SFAS 123(R).

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please file your cover letter on E DGAR.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its

Charles B. Lebovitz
CBL & Associates Properties, Inc.
September 28, 2006 Page 3
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

ƒ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

ƒ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

ƒ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3438 if you have questions.

Sincerely,

Robert Telewicz
Senior Staff Accountant