SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

November 19, 2009

 Charles B. Lebovitz Chief Executive Officer 2030 Hamilton Place Blvd Suite 500 Chattanooga, TN  37421
Re: CBL & Associates Properties, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009 Proxy Statement on Schedule 14A Filed on March 27, 2009 File No. 001-12494
 Dear Mr. Lebovitz:
We have reviewed your filing and have the following comments. If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your e xplanation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewi ng this information, we may 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 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

Item 2.  Properties

1. We note your disclosure in this section regarding your ownership interest in each
of the properties you have identified; howev er, in future filings, for each of your
material properties, please tell us the na ture and amount of any material liens or
encumbrances against such properties.  Please note that this comment is

Charles B. Lebovitz
CBL & Associates Properties, Inc.
November 19, 2009 Page 2
applicable to your malls, community cente rs, mixed-use centers, officers and all
other properties discussed herein.

Financial Statements and Notes

Notes to Consolidated Financial Statements, page 88

Note 1 – Organization, page 88
2. We note that certain partnerships and jo int ventures are being accounted for using
the equity method when it is determined that the company does  not have control
due to the fact that the other partners w ithin the respective partnerships and joint
ventures have substantive participating rights.  For the joint ventures where you
hold a majority ownership interest, pleas e tell us, and expand your disclosure in
future filings to describe, the rights that the other partners have that would preclude you from consolidating the respective joint venture within the
company’s financial statements.

Definitive Proxy Statement on Schedule 14A

Executive Compensation
 Compensation Discussion and Analysis

 Determination of the Three Primary Elemen ts of Compensation for the Current Named
Executive Officers

Annual Bonus Opportunities, page 25
3. In the case of the three officers that received bonus compensation for 2008, please provide more detailed disclosure rega rding each such officer’s “maximum
targeted bonus.”  Please tell us whether each of the named executive officers had different formulated targets as part of such officer’s performance evaluation.  Please describe how the targets were deri ved and discuss in more detail the actual
performance of each executive relative to the targets.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please file your responses on EDGAR.  Please

Charles B. Lebovitz
CBL & Associates Properties, Inc. November 19, 2009 Page 3  understand that we may have additional comments after reviewing your responses to our comment.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures 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
management are in possession of all facts rela ting to a company’s disclosures, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosures in
the filings;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 Jerard Gibson, Staff Attorney at (202) 551-3473, Tom Kluck,
Legal Branch Chief at (202) 551-3655, Yola nda Crittendon, Staff Accountant at (202)
551-3472 or me at (202) 551-3414 with any other questions.           S i n c e r e l y ,
Jorge Bonilla Senior Staff Accountant