CBL & ASSOCIATES PROPERTIES INC — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CBL & ASSOCIATES PROPERTIES INC (CBL)
CIK: 0000910612
Period of Report: 2012-04-17

Reporting Person: STEPHAS AUGUSTUS N (Exec VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-17	Common Stock	J	100.463	$18.875	Acquired	49854.9777	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Preferred Series C Depositary Shares	750	Direct
Preferred Series C Depositary Shares	200	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$	2043-11-03	Common Stock (55340)	55340	Direct

Footnotes

F1: The shares were acquired via the Company's Dividend Reinvestment Plan.

F2: Additionally, the Reporting Person owns a limited partnership interest in CBL & Associates Limited Partnership, a Delaware limited partnership, that may be exchanged at any time for 55,340 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election.

F3: The Common Units are exerciseable on a 1 to 1 ratio with no exercise price.

F4: Immediately exercisable.