SecProbe.io

August 21, 2014

Via E -mail
Farzana K. Mitchell
Executive Vice President – Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc.  and CBL &  Associates Limited Partnership
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN  37421

Re: CBL & Associates Properties, Inc.
 Form 10-K for the fiscal year ended December 31, 2013
Filed March 3, 2014
File No. 001 -12494

Re: CBL & Associates Limited Partnership
 Form 10-K for the fiscal year ended December 31, 2013
Filed March 3, 2014
File No. 333 -182515 -01

Dear Ms. Mitchell :

We have reviewed your filing an d have the following comment.  Please respond to this
letter within ten business days by amending your filing, by providing the requested information,
or by advising us when you will provide the requested response.   If you do not believe our
comments apply to your facts and circumstance s or do not believe an amendment is appropriate,
please 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.

Same -Center  Net Operating Income, page 54

1. In future Exchange Act periodic reports, in your discussion of changes in same -center
NOI, please address the relative impact of occupancy and rent rate changes.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Farzana K. Mitchell
CBL & Associates Properties, Inc.  and CBL & Associates Limited Partnership
August 21, 2014
Page 2

  In responding to our comm ent, please provide  a written 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 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 comme nts as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact  Coy Garrison, Staff Attorney, at (202) 551 -3466 or me at (202) 551 -3402
with any other questions.

Sincerel y,

 /s/ Angela McHale

Angela McHale
Attorney -Advisor