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            CBL
            & ASSOCIATES PROPERTIES, INC.

            CBL
            Center

            2030
            Hamilton Place Blvd., Suite 500

            Chattanooga, Tennessee 37421-6000

            December 21, 2007

            Ms. Linda VanDoorn

            Senior Assistant Chief Accountant

            U.S. Securities and Exchange Commission

            100 F Street, NE

            Division of Corporation Finance

            Mail Stop 4561

            Washington, DC 20549

                            RE:

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

            Form 10-K for Fiscal Year Ended December 31, 2006

            Forms 10-Q for Fiscal Quarters Ended March 31, 2007, June 30, 2007, and
            September 30, 2007

            File No. 00-12494

            Dear
            Ms. VanDoorn:

            In reference to your comment letter of November 26, 2007 and with
            respect to your review of our Form 10-K for the fiscal year ended December 31, 2006 and
            Forms 10-Q for each of the fiscal quarters ended March 31, 2007, June 30, 2007, and
            September 30, 2007, this letter sets forth our response to each comment, numbered to
            correspond to the Staff’s letter.

            Form 10-K

            Item 2 – Properties, page 18

                            1.

                            Refer to footnote 11, 14, and 16 on page 32. We note
                            that you guarantee 100% of debt for various joint ventures including
                            Imperial Valley Mall, High Pointe Commons, and Gulf Coast Town Center.
                            Explain to us how you considered FIN 45 in accounting for these
                            guarantees. In addition, please tell us what consideration you gave to
                            discussing these guarantees as off-balance sheet arrangements within
                            MD&A.

            The references in footnotes 11 and 14 related to Imperial Valley Mall
            and High Pointe Commons, respectively, include notational errors regarding guarantees
            of debt. We do not guarantee any of the debt related to either of these joint ventures.
            We will modify these footnote disclosures in our Form 10-K for the fiscal year ended
            December 31, 2007 and subsequent filings to remove any indication that we guarantee the
            debt of these joint ventures.

            Footnote 16 related to Gulf Coast Town Center accurately states that we
            guarantee 100% of the debt associated with that joint venture. Gulf Coast Town Center
            has been identified as a variable interest entity and we have determined that we are
            the primary beneficiary. As such, we

            consolidate this joint venture in our financial statements. Accordingly,
            the debt of the joint venture is reflected in its entirety in our consolidated balance
            sheet. Thus, no guaranty liability is required under paragraph 7 of FIN 45 for debt of
            a consolidated entity, and we have not recorded a liability for this
            guaranty.

            Because we do not guarantee the debt of Imperial Valley Mall and High
            Pointe Commons, and the debt of Gulf Coast Town Center is reported as debt in our
            consolidated balance sheet, no discussion of these guarantees as off-balance sheet
            arrangements is warranted within MD&A.

            The reference to York Towne Center in footnote 14 contains a notational
            error and should state that we guarantee up to a maximum of $4.0 million of
            that joint venture’s debt rather than 100% of the debt. We will modify this
            footnote disclosure in our Form 10-K for the fiscal year ended December 31, 2007 and
            subsequent filings to accurately reflect the amount that we have guaranteed. We
            estimated the fair value of this guaranty under FIN 45 to be $40,000 and determined
            that it was not material to our consolidated financial statements. Accordingly, we did
            not record a liability and we deemed that our maximum exposure under this particular
            debt arrangement as of December 31, 2006, was not material for disclosure
            purposes.

            Note 5 – Joint Ventures, page 81

                            2.

                            We note that you hold controlling interest in various
                            joint ventures which are being accounted for under the equity method.
                            To the extent these joint ventures are considered to be variable
                            interest entities and the company was determined not to be the primary
                            beneficiary, explain to us how you complied with the disclosure
                            requirements of paragraph 24 of FIN 46(R). If these joint ventures are
                            not considered to be variable interest entities, clarify to us why
                            these entities are not consolidated.

            The joint ventures in which we hold a majority ownership interest and
            account for using the equity method of accounting include N. Dalton Bypass, LLC, Mall
            Shopping Center Company, Imperial Valley Mall L.P., Imperial Valley Peripheral L.P. and
            Imperial Valley Commons L.P.

            We entered into a joint venture agreement, N. Dalton Bypass, LLC, during
            2006.  This joint venture was for the potential development of a shopping center
            property.  Since development activities had not begun as of December 31, 2006, and
            our total investment was only $0.1 million, we did not perform an analysis of this
            joint venture under FIN 46(R).  During the first quarter of 2007, the joint
            venture was terminated and our investment in the joint venture was written off as
            an abandoned project.

            We performed FIN 46(R) analyses upon the most recent reconsideration
            event that occurred with respect to each of Mall Shopping Center Company, Imperial
            Valley Mall, L.P. and

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            Imperial Valley Peripheral L.P. We evaluated each of the joint ventures
            under paragraphs 5(a), 5(b) and 5(c) of FIN 46(R) and determined that these joint
            ventures are not variable interest entities. Therefore, the disclosure provisions of
            paragraph 24 of FIN 46(R) do not apply. We then referred to SFAS No. 94, EITF 96-16,
            EITF 04-5, and APB No. 18 for guidance regarding the proper accounting treatment for
            each of these joint ventures. We reviewed the voting and decision-making provisions of
            the joint venture agreements and determined that our partners in each joint venture,
            who also own general partner interests in each respective joint venture, have
            substantive participating rights. Accordingly, although we hold majority ownership of
            each of the joint ventures, we determined that we share joint control in each of these
            joint ventures with our respective partners and that these joint ventures should be
            accounted for using the equity method of accounting.

            We performed a FIN 46(R) analysis upon entry into the joint venture
            agreement governing Imperial Valley Commons L.P. and concluded that the joint venture
            was not a variable interest entity. We have reevaluated our initial conclusion and
            determined that the joint venture is a variable interest entity under paragraphs 5(a),
            5(b) and 5(c) of FIN 46(R). We have further determined that we are the primary
            beneficiary and should consolidate this joint venture. The joint venture was formed for
            the purpose of developing a shopping center property. Because the shopping center is
            currently under construction, there have been no results of operations and therefore,
            we have not recognized any related results of operations in our consolidated income
            statements. Therefore, the impact that this change will have on our consolidated
            financial statements is a reclassification from Investment in Unconsolidated Affiliates
            to Developments in Progress on our Consolidated Balance Sheet. As of September 30, 2007
            and December 31, 2006, we reported an investment in this joint venture on our balance
            sheet of $15.4 million and $5.1 million, respectively. We have concluded that these
            amounts are not material to our consolidated financial statements for any period
            presented. Therefore, we will reclassify the joint venture from Investments in
            Unconsolidated Affiliates to Developments in Progress in our Consolidated Balance Sheet
            as of December 31, 2007 and we will comply with the disclosure provisions of paragraph
            24 of FIN 46(R).

            In connection with our responses, we acknowledge that:

                            §

                            we are 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

                            §

                            we 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.

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            Should you have any questions or comments concerning this letter, please
            do not hesitate to contact the undersigned or Andy Cobb in my absence at (423)
            855-0001.

            Sincerely,

            CBL
            & ASSOCIATES PROPERTIES, INC.

            /s/
            John N. Foy______________

            John N.
            Foy

            Vice
            Chairman of the Board,

            Chief
            Financial Officer and Treasurer

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