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            CBL & ASSOCIATES PROPERTIES, INC.

            CBL
            Center

            2030
            Hamilton Place Blvd., Suite 500

            Chattanooga, Tennessee 37421-6000

            October
            26, 2007

            Ms. Pam Howell

            Special Counsel

            U.S. Securities and Exchange Commission

            100 F Street, NE

            Mail Stop 3561

            Washington, DC 20549

                            RE:

                            CBL & Associates Properties, Inc. (herein the
                            “Company” or “CBL”)

            Definitive Schedule 14A

            Filed March 28, 2007

            File No. 001-12494

            Via EDGAR Filing System

            Dear
            Ms. Howell:

            In reference to your comment letter of August 21, 2007 and with respect
            to your review of CBL’s definitive proxy materials filed on Schedule 14A for the
            Company’s 2007 Annual Meeting of Shareholders, this letter sets forth our
            response to each comment, numbered to correspond to the Staff’s
            letter.

            Schedule 14A

            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
                            performance, “including the successful completion of specific
                            projects or attainment of other specified objectives considered by the
                            Compensation Committee in determining the amount of annual bonus
                            payments to certain officers.” Provide a detailed discussion of
                            the specific projects and objectives that were considered by the
                            Compensation Committee and analyze how these projects and objectives
                            were used to determine the actual salary and bonus. For restricted
                            stock awards, disclose the specific elements of officer performance
                            that were considered and analyze how these elements of performance were
                            used to determine the actual stock award.

            The Compensation Committee of the Company’s Board of Directors
            receives recommendations from CBL’s senior management as to the three elements
            that make up the compensation of the named executive officers: (1) the base salaries
            for the named executive officers, in conjunction with the preparation and approval of
            an annual executive compensation budget for the Company; (2) the maximum potential
            bonus to be provided for each named executive officer, in conjunction with the
            preparation and approval of the annual executive compensation budget; and (3) the
            recommended amount of annual restricted stock grants to each

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            named
            executive officer, in conjunction with the preparation and approval of annual grants of
            restricted stock under the Company’s Stock Incentive Plan. Management’s
            recommended executive compensation budget, pursuant to which annual base salaries and
            bonus opportunities are determined, is normally approved for each year during the
            fourth quarter of the preceding fiscal year. Management’s recommendations
            concerning the annual restricted stock grants historically have been reviewed and
            approved at the Compensation Committee’s May meeting following CBL’s annual
            meeting of shareholders (although management presently is recommending a change in the
            timing of these grants, as noted below). As discussed in more detail in response to
            Comment 3 below, management’s recommendations are presented to the Compensation
            Committee by the Company’s Chief Executive Officer, Charles B. Lebovitz. The
            following discussion provides additional information as to the factors considered by
            the Compensation Committee in evaluating and acting upon management’s
            recommendations with respect to each of these three elements of compensation for
            CBL’s named executive officers.

            Base Salaries. Management’s
            recommendations in the annual executive compensation budget as to base salaries are
            based on the historical levels of base salaries paid to the named executive officers,
            with adjustments that management subjectively has deemed appropriate based on the
            overall performance of the Company and the overall performance of the named executive
            officer. In reviewing and acting upon management’s recommendations as to base
            salaries, the Compensation Committee considers each officer’s level of
            responsibility, experience and tenure with the Company, in addition to the performance
            of such officer in carrying out his responsibilities and in overseeing the
            responsibilities of those under his supervision. The achievements of the particular
            division over which a named executive officer has supervision are also considered by
            the Compensation Committee. The Compensation Committee’s evaluation of each named
            executive officer also includes an evaluation of the overall performance of the
            Company. While neither management nor the Compensation Committee utilizes any specific
            formulas or quantitative metrics in recommending and approving base salaries for the
            named executive officers, management’s recommendations and the Compensation
            Committee’s review of those recommendations are not arbitrary processes. The
            performance of each named executive officer is considered as set forth above, along
            with consideration of a number of indicators of the overall performance of the Company,
            including without limitation (i) the Company’s annual growth in funds from
            operations (or “FFO”, since FFO is one of the performance measures most
            commonly utilized by the market in analyzing the performance of REITs); (ii) the
            Company’s achievement of growth in net operating income (or “NOI”);
            (iii) the Company’s maintenance of occupancy levels in its shopping centers and
            achievement of increases in such occupancy levels; and (iv) the stock price
            appreciation for the Company’s equity securities;.

            The overall success and growth of the Company (including the matters
            listed above) are certainly factors considered by the Compensation Committee in
            determining whether the named executive officers receive increase in their base
            salaries as well as in setting the amount of any such increases. As stated above,
            however, the Compensation Committee does not utilize “thresholds” or
            “targets” in its consideration of such factors, and there is no formulaic
            correlation between the Company’s growth and the determination of any increase in
            base salaries for the named executive officers. The Compensation Committee also reviews
            (for informational purposes only) the base salaries of similarly-situated executive
            officers at a group of seven comparable publicly traded mall REITs (listed in the 2007
            CD&A) that are deemed to be peers of the Company. This review of the base salaries
            of similarly-situated executive officers is for the purposes of giving the Compensation
            Committee a general sense of the manner in which the

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            2

            base
            salaries for the named executive officers compare with similarly-situated executive
            officers in the peer group and to provide to the Compensation Committee an
            understanding of whether the Company is competitive in the base salaries paid to the
            named executive officers (taking into account differences in size and scope of
            operations between the Company and certain of its peers). The Compensation Committee
            does not, however, set specific competitive pay targets or objectives in this review or
            otherwise engage in any formal “benchmarking” comparisons of the
            compensation of the Company’s named executive officers against that of the
            executives of these peer companies.

            Annual Bonus Opportunities. As part of
            establishing the annual executive compensation budget submitted to the Compensation
            Committee for approval, management also recommends a targeted maximum amount of annual
            bonus that may be earned by each named executive officer for performance during the
            upcoming fiscal year. Management’s recommendations for these bonus targets are
            generally based on the amount of such awards that have been made in past years in
            relation to the criteria considered for each officer (as discussed below), with such
            increases or other adjustments as management deems advisable in light of the
            Company’s business plans for the current year. As with the base salary
            recommendations discussed above, management subjectively considers the overall
            performance of both the named executive officers and the Company, including
            consideration of the factors referenced above under the Base Salaries discussion, in
            preparing its recommendations as to annual bonus awards. The Compensation Committee
            does not, however, set targets or utilize specific formulas or quantitative metrics in
            developing such recommendations.

            For three of the Company’s named executive officers (John N. Foy,
            Stephen D. Lebovitz and Eric P. Snyder), the determination of the maximum targeted
            bonus for each officer as set forth in the annual compensation budget, as well as the
            determination of the amount of bonus ultimately paid, also reflects consideration by
            both senior management (particularly the Chief Executive Officer) and the Compensation
            Committee of various factors related to the successful continuation and/or completion
            of development, financing, leasing and re-leasing, expansions, acquisitions, joint
            ventures and market transactions with respect to the Company and its properties
            identified by senior management and the Compensation Committee as being within such
            executive’s areas of responsibility. The material factors considered in making
            bonus determinations with reference to such projects include successful completion of
            development projects (i.e., completion of construction or phases of construction on
            multi-phased projects and grand openings); achievement of acceptable pro forma returns;
            achievement of lease up levels for new developments and maintaining and increasing
            occupancy levels in existing projects in the Company’s portfolio; successful
            completion of financings (i.e., closing on financings and re-financings and enhancement
            of the Company’s debt structure); successful closing of acquisitions of
            additional properties for the Company’s portfolio; and successful completion of
            market transactions (i.e., issuances of additional equity securities and other market
            transactions including stock repurchase programs). Since each of these factors may be
            significantly influenced by events affecting the national economy, as well as the local
            economies of the markets in which our shopping center properties are located, the
            degree of challenge presented to each officer in achieving successful performance will
            vary significantly from year to year, and may differ within a given year from that
            which was anticipated by the Compensation Committee in budgeting for annual executive
            bonuses. Accordingly, the Compensation Committee’s final decision as to the
            bonuses paid each year is based on its overall, qualitative evaluation of each
            officer’s performance with regard to such factors in light of the Company’s
            performance and the external factors (economic and otherwise) that impacted such
            performance during the year.

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            It also is not unusual for changes in the projects so considered for
            each officer to be made during the course of the year based on changes in the
            Company’s development, acquisition, financing and market plans which may occur
            throughout any given year. Certain of these changes may be due to internal
            considerations, while others may be due to changes in market factors that are beyond
            the control of the Company or any of its individual executives. Accordingly, while the
            bonus paid to each executive for the year typically is not increased beyond the
            targeted amount approved by the Compensation Committee, the final bonus payment may be
            decreased (or, in cases of exceptional performance, increased within an approved level
            of allowable increases set forth in the overall executive compensation budget) versus
            the budgeted amount, and the projects ultimately considered in determining the amount
            of annual bonus paid to each officer may differ from those utilized in setting such
            officer’s maximum targeted bonus in the initial executive compensation budget
            based on such changes in the Company’s business plans during the year. These
            matters are reviewed by the Compensation Committee with the Chief Executive Officer,
            and revised as needed, when the Compensation Committee meets during the year, with
            final decisions for the year typically being made at the Compensation Committee’s
            meeting during the fourth quarter. Historically, the Compensation Committee typically
            meets twice during each year; however, the Committee may meet more often if needed. The
            final bonus payout for each named executive officer is determined by the Compensation
            Committee based on the Committee’s ultimate evaluation of such officer’s
            performance during the year, but within the parameters of the approved executive
            compensation budget and giving such consideration as the Compensation Committee deems
            appropriate, based on developments throughout the year, to the project-related matters
            and other factors described above.

            For John N. Foy, a named executive officer and Vice Chairman of the
            Board and Chief Financial Officer of the Company, and Stephen D. Lebovitz, a named
            executive officer and the Company’s President, the projects among which the
            Compensation Committee allocates various components of their potential annual bonuses
            typically include the completion of acquisitions, closing of financing transactions,
            completion of phases of construction on development of shopping centers, completion and
            grand opening of shopping centers, completion of joint ventures and completion of
            securities offerings.

            For Eric P. Snyder, a named executive offic