Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEBOVITZ CHARLES B
  2. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [CBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)
2030 HAMILTON PLACE BLVD., SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2013
(Street)

CHATTANOOGA, TN 374216000
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2013   A   27,500 A $ 0 661,568.387 D (1)  
Common Stock               1,262,105.764 I (2) By Corporation
Common Stock               14,388.911 I (2) By Spouse
Common Stock               45,726.1228 I (2) By Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (3)               (4) 11/03/2043 Common Stock 756,350   756,350 D  
Common Units (3)               (4) 11/03/2043 Common Stock 16,991,880   16,991,880 D (2) (5)  
Common Units (3)               (4) 11/03/2043 Common Stock 15,729,378   15,729,378 I (2) By Corporation
Common Units (3)               (4) 11/03/2043 Common Stock 489,071   489,071 I (2) (6) By Partnership
Common Units (3)               (4) 11/23/2043 Common Stock 17,081   17,081 I (2) By Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEBOVITZ CHARLES B
2030 HAMILTON PLACE BLVD., SUITE 500
CHATTANOOGA, TN 374216000
  X   X   Chairman of the Board  

Signatures

 /s/ Charles B. Lebovitz   02/07/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Additionally, the Reporting Person owns, directly or indirectly, limited partnership interests in CBL & Associates Limited Partnership, a Delaware limited partnership (the Operating Partnership), that, together with the partnership interests of other limited partners in the Operating Partnership which are controlled by the Reporting Person, may be exchanged at any time for an aggregate of 16,991,880 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election.
(2) The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3) The Common Units are exerciseable on a 1 to 1 ratio with no exercise price.
(4) Immediately exercisable.
(5) Includes 15,520,703 Common Units owned directly by CBL & Associates, Inc., a corporation controlled by the Reporting Person, and 208,675 Common Units owned by four general partnerships controlled by CBL & Associates, Inc.
(6) Common Units owned by College Station Associates, a general partnership controlled by the Reporting Person.

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