SecProbe.io

August 21, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (423) 490-8390

Charles B. Lebovitz Chairman and Chief Executive Officer CBL & Associates Properties Inc. 2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN 37421

Re: CBL & Associates Properties Inc.
 Definitive 14A
Filed March 28, 2007
 File No. 1-12494

Dear Mr. Lebovitz:
 We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Charles B. Lebovitz
CBL & Associates Properties Inc. August 21, 2007 Page 2  Compensation Discussion and Analysis, page 20

1. The base salary and cash bonus reward the named executive officers for their
contributions to the company’s perf ormance, “including the successful
completion of specific projects or atta inment of other specified objectives
considered by the Compensation Committee in determining the amount of annual bonus payments to certain officers.”  Provi de a detailed discussion of the specific
projects and objectives that were cons idered by the Compensation Committee and
analyze how these projects and objectives  were used to determine the actual
salary and bonus.  For restri cted stock awards, disclose  the specific elements of
officer performance that were consider ed and analyze how these elements of
performance were used to determine the actual stock award.
2. Individual officer performance is an  important factor in determining
compensation.  Please discuss how the specific forms of compensation are
structured and implemented to reflect each named executive officer’s individual
performance and/or individua l contribution to these items of the registrant’s
performance, describing the elements  of individual performance and/or
contribution that are taken into account.  See Item 402(b)(2)(vii) of Regulation
S-K.
3. Please elaborate on the role of Charles Lebovitz in CBL’s compensation process
and his input during the craf ting of compensation packages.  For example, state
whether or not he makes recommen dation to the Compensation Committee
relating to measures, targets and similar items that affect his compensation and
whether Mr. Lebovitz retains the abil ity to attend Committee meetings.
4. You state on page 21 that senior manage ment provides input to the Compensation
Committee regarding each indi vidual’s performance duri ng that year and that
Stephen Lebovitz is involv ed with the annual reviews of the officers.  Please
elaborate upon Mr. Lebovitz’ and senior management’s roles in this process.
5. The overall discussion regarding how each element of compensation is
determined is very general in nature.  Provide clear disclosure as to how the
company determines the amount for each element of compensation.  See Item
401(b)(1)(v) of Regulation S-K.  Discuss in  greater detail the factors considered,
analyzing how these factors were used to  determine the actual awards.  Explain
why these named executive officers were paid each element of compensation paid and analyze in greater detail the subjective factors considered.

Base Salaries, page 21

6. You state that you reviewed the base sala ries for executives at a group of seven
comparable publicly traded mall REITs.   Clarify whether you engage in

Charles B. Lebovitz
CBL & Associates Properties Inc. August 21, 2007 Page 3
benchmarking base salaries or any ot her element of compensation to these
comparable companies.  See Item 402(b)(2 )(xiv) of Regulation S-K.  Analyze the
role of these companies in determinin g overall compensation and any individual
components – such as whether you have es tablished specific benchmarks for total
compensation or individual components of compensation as compared to these companies.  If so, your disclosure should include a discussion of where you target
each element of compensation against the comparator companies and where
actual payments fall within targeted  parameters. To the extent actual
compensation was outside a targeted percentile range, pl ease explain why.
7. The Compensation Committee evaluates a nd approves adjustments to the base
salaries of the named executive officers annually during the fourth quarter, for the
following fiscal year.  If the Committ ee has evaluated and approved adjustments
to the base salaries for 2007, provide clear disclosure of  the evaluation and
adjustments.  See Instruction 2 to  Item 402(b) of Regulation S-K.
8. Provide a more detailed discussion of the policies for allocating between long-
term and currently paid out compensati on, and the policies for allocating between
cash and non-cash compensation, and among different forms of non-cash compensation.  See Item 402(b)(2)(i ) and (ii) of Regulation S-K.
9. When discussing long-term compensati on, provide the basis for allocating
compensation to each different form of  award.  See Item 402(b)(2)(iii) of
Regulation S-K.

Bonus Opportunities, page 21

10. Disclose the factors that were considered in determining the bonuses paid to
Charles Lebovitz and Mr. Stephas, includi ng the specific aspects of each officer’s
performance and the specific contributi ons to the company’s performance that
were considered.

Additional Information Concerning Director Compensation, page 31
11. Please revise to provide a narrative descri ption of the registrant’s processes and
procedures for the consideration and de termination of director compensation.
Refer to Item 407(e)(3) of Regulation S-K.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under

Charles B. Lebovitz
CBL & Associates Properties Inc. August 21, 2007 Page 4  the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
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.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3357 with any questions.

Sincerely,

Pam Howell Special Counsel