SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 March 22, 2012
 Mr. Stephen D. Lebovitz President and Chief Executive Officer CBL & Associates Properties, Inc. 2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN 37421   RE:  CBL & Associates Properties, Inc.
Form 10-K for the Fiscal Ye ar Ended Decem ber 31, 2011
  Filed February 29, 2012   File No. 1-12494

Dear Mr. Lebovitz:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  General

1. Please be advised that we may issue additi onal comments to your filing after you file
your proxy statement on Schedule 14A.

Item 2. Properties
 Malls, page 20

2. Please clarify the criteria for non-stabilized malls.  Your disc losure indicates that these
are malls that are in their initial lease-up pha se and have not been open for three calendar
years.  However, we note that, as of December 31, 2011, you classify Pearland Town
Center as non-stabilized even  though it has been open for more  than three calendar years.

Mr. Stephen D. Lebovitz
CBL & Associates Properties, Inc. March 22, 2012 Page 2
 3. We note that you have three malls that are classified as non-core as of December 31,
2011.  Please clarify the criteria  used to determine that such properties are non-core.

4. Related to the comment above, please clarif y why the measures Mall Store Sales per
Square Foot and Percentage Mall Store GLA Leased are no t applicable to  the non-core
properties.
 Mall Lease Expirations, page 30

5. We note that approximately 21% of your square footage under lease expires during
2012.  In future Exchange Act periodic repo rts, please expand your disclosure in this
section to discuss the relationship between  market/current asking rents and leases
expected to expire in the ne xt period, as well as the rela tionship between rents on leases
that expired in the current reporting period a nd rents on executed renewa ls or new leases.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Executive Overview, page 45

6. In future Exchange Act periodic reports, please disclose your ne t operating income.
Please also disclose how you determine the pr operties that fall within the “same center”
pool, including also a discussion of any propert ies that were excluded from the pool that
were owned in all periods compared.

Results of Operations
 Operational Review, page 50

7. We note your disclosure of average annual ba se rents per square foot on page 51.  In
future Exchange Act periodic re ports, please include the impact  of tenant concessions and
tenant expense reimbursements in your disclosed average rent metrics.
8. In future Exchange Act periodic reports, please expand your discussi on of leasing results
for the most recent reporting period to include disclosure of the volume of new and renewed leases for your entire portfolio.  Please  include in such disclosure a discussion of
average rents, and, as applicable, average te nant improvement costs, leasing commissions
and tenant concessions.  Please provide such  disclosure on a squa re footage basis.

Capital Expenditures, page 57

9. In future filings, please revise to include an analysis of your capital expenditures by
disclosing total capital expenditures for ne w development, redevelopment/renovations,
and other capital expenditures by year. Disclo se the types and amounts of other capital

Mr. Stephen D. Lebovitz
CBL & Associates Properties, Inc. March 22, 2012 Page 3
 expenditures including interest, payroll, a nd other G&A.  In a ddition, please provide a
narrative discussion of significant changes in ca pital expenditures from year to year and
expectations for the future.

Consolidated Statement of Cash Flows, page 78

10. It appears that you have incl uded acquisitions of properties and capital expenditures on
one line item in the investing section of the cas h flow statement. In future filings please
present these as separate line items within investing activities due to their significance.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.     In responding to our comments, please provi de a written statement from the company
acknowledging that
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

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

You may contact William Demarest, Staff Acco untant, at (202) 551-3432 or me at (202)
551-3486 with any questions on the financial statemen ts or related matters.  Please contact Jerard
Gibson, Staff Attorney at (202) 551-3473 with any other questions.
         S i n c e r e l y ,             Daniel L. Gordon         B r a n c h  C h i e f