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Mailstop 3233

July 14, 2016

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

Re: CBL & Associates Properties, Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
File No. 001-12494

CBL & Associates Limited Partnership
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
File No. 333 -182515 -01

Dear Ms. Mitchell :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 5. Market for Registrant ’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 46

1. Please tell us how you have met the requirements to provide disclosures pursuant to Item
5 of Form 10 -K for CBL & Associates Limited Partnership.

Farzana K. Mitchell
CBL & Asso ciates Properties, Inc.
July 14 , 2016
Page 2

Note 15. Fair Value Measurements

Fair Value Measurements on a Non recurring Basis, page 138

2. We note you recorded a $100 million  non-cash impairment in the fourth quarter of 2015
related to you investment in Chesterfield Mall.  Please address the  following:
a. Detail for us the results and dates of your previous impairment analyses related to
this property and the factors that contributed to the recognition of the impairment
during the fourth quarter.  In your response address your considerations rela ted to
the property as of December 31, 2014, at which time you previously disclosed
you were considering alternatives to reposition this property;  and
b. Disclose  the basis for the 11 -year holding period assumption used in fair valuing
the Chesterfield Mall property given you intend to work with the lender to exit
this investment when the loan matures later in 2016 ; and
c. Additionally, in future periodic filings disclose the valuation technique used in the
fair value measurement  of Chesterfie ld Mall as required by ASC 820 -10-50-2bbb .

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 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, p lease 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 Co mmission 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 federal securities laws of the United States.

Farzana K. Mitchell
CBL & Asso ciates Properties, Inc.
July 14 , 2016
Page 3

 You may contact Mark Rakip, Staff Accountant , at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the financial s tatements and related matters.

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
Office of Real Estate and
Commodities