SecProbe.io

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Mail Stop 7010

October 31, 2005

via U.S. mail and facsimile

Brian Lawson
Vice President and Chief Financial Officer
Brascan Corporation
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

	Re:	Brascan Corporation
		Form 40-F for the Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		File No. 33-97038

Dear Mr. Lawson:

      We have reviewed your response letter filed on EDGAR on
October
17, 2005 and have the following additional comments.  Where
indicated, we think you should revise your document in future
filings
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

General
1. In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* 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
* 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.

2. The Division of Investment Management has asked us to advise
you
as follows:

The Division of Investment Management has completed a preliminary
review of your Form 40-F filed on March 31, 2005 and your Form 6-K
filed on September 15, 2005.  Based on its review, the Division of
Investment Management believes that you may be an investment
company
and has asked us to advise you as follows.

Section 3(a)(1)(A) of the Investment Company Act of 1940 defines
an
"investment company" to include any issuer that "is or holds
itself
out as being engaged primarily, or proposes to engage primarily,
in
the business of investing, reinvesting, or trading in securities."
Section 3(a)(1)(C) of the 1940 Act also defines "investment
company"
as any issuer that "is engaged or proposes to engage in the
business
of investing, reinvesting, owning, holding, or trading in
securities,
and owns or proposes to acquire investment securities having a
value
exceeding 40 percent of the value of such issuer`s total assets,
exclusive of Government securities and cash items, on an
unconsolidated basis."  "Investment securities" generally include
all
securities except for Government securities and securities issued
by
majority-owned subsidiaries of an issuer that are not investment
companies and are not relying on the exceptions in Section 3(c)(1)
or
3(c)(7) of the 1940 Act.  See Section 3(a)(2) under the 1940 Act.

You state that your three main business units are property
operations, power operations and funds management operations, as
noted on page 1 of your March 31, 2005 Annual Information Form.
With
respect to the funds management operations, you state that you
"develop, invest and manage funds and investments on behalf
of...investors" that co-invest in the same types of assets that
you
own, as noted on page 6 of your March 31, 2005 Annual Information
Form.  You state that funds management`s current industry focus is
property and long-life infrastructure assets, but also includes
private equity investments in "businesses that we believe are
undervalued and are being held until such time as they may be sold
for a higher value," as noted on page 16 of your March 31, 2005
Annual Information Form.  On September 15, 2005, you issued a
press
release stating your plans to change your name to Brookfield Asset
Management Inc. and to expand your asset management activities,
with
a particular focus on property, power and infrastructure
investments.
Additionally, you own three investment advisers registered with
the
U.S. Securities and Exchange Commission:  SoundVest Capital
Management Ltd. (50%), Brascan Strategic Asset Management (100%)
and
Hyperion Capital Management, Inc. (100%).  Your Hyperion
acquisition
is disclosed in your Form 6-K filed on August 12, 2005.  Your
consolidated balance sheet indicates that as of December 31, 2004
approximately 37% of your total assets consisted of investment
securities.  Because the 1940 Act applies the 40 percent limit to
an
issuer`s investment securities on an unconsolidated basis, we lack
the information necessary to fully assess whether you are an
investment company.  In addition, our preliminary calculation of
the
value of your investment securities relied, in part, on fair
values
that we believe are based on
the definition of fair value under Canadian law and may differ if
computed consistent with the valuation requirements under the 1940
Act.  Refer to Section 2(a)(41) of the 1940 Act for guidance.

Accordingly, please provide us with a written legal analysis as to
why you should not be considered to be an investment company and
state the basis for any exclusion or exemption from the definition
contained in Section 3(a)(1)(A) and Section 3(a)(1)(C), as
appropriate.  For example, Section 3(b)(1) of the 1940 Act
provides
that, notwithstanding Section 3(a)(1)(C), an issuer "primarily
engaged" in a business other than that of investing, reinvesting,
owning, holding or trading in securities is not an investment
company.  For a discussion of the relevant criteria for
determining
whether a company is primarily engaged in a non-investment company
business, see Investment Company Act Release Nos. 25835 dated
November 26, 2002 and 26077 dated June 16, 2003.

Please include in this analysis data indicating the value of your
investment securities and total assets, exclusive of cash items
and
Government securities, on an unconsolidated basis as of the fiscal
quarters ended December 31, 2004, March 31, 2005, June 30, 2005
and
September 30, 2005.  The analysis also should separately analyze
whether each of your subsidiaries and funds management business is
an
investment company under the 1940 Act as of the fiscal quarters
ended
December 31, 2004, March 31, 2005, June 30, 2005 and September 30,
2005.  In addition, please provide appropriate documentation to
support your analysis.

If you have any questions regarding this comment, please contact
Lily
C. Reid, Senior Counsel, Division of Investment Management at
(202)
551-6848.

Management`s Discussion and Analysis of Financial Results, page 8
of
2004 Annual Report

Contractual Obligations, page 50 of 2004 Annual Report

3. We note your response to comment 2 in our letter dated
September
15, 2005.  Please provide us with the contractual obligations
table
and corresponding footnotes you intend to include in future
filings
that reflect the changes stated in your response letter.

23.  Difference from United States Generally Accepted Accounting
Principles, page 80 of 2004 Annual Report

(a)  Income Statement Differences, page 80 of 2004 Annual Report

4. We note your response to comment 8 in our letter dated
September
15, 2005.  It remains unclear why you are not presenting basic and
diluted EPS for each class of your common stock.  Paragraph 61.d.
of
SFAS 128 states, "[b]asic and diluted EPS data shall be presented
for
each class of common stock."  As such, it would appear that you
are
required to present EPS for your Class A and Class B common
shares.
Even though your Class A and Class B common shares may reflect the
same basic earnings per share, a material number of dilutive
securities in either one of the respective classes of common
shares,
may result in a different diluted earnings per share for your
Class A
common shares and Class B common shares.  Furthermore, the
disclosure
requirements of paragraph 40 of SFAS 128 should be separately
presented for both Class A common shares and Class B common shares
within your footnote disclosure for US GAAP purposes.  As such,
please provide us with your detailed calculation of EPS under US
GAAP.

5. We note your response to the 1st bullet of comment 9 in our
letter
dated September 15, 2005.  Specifically, that it is your policy
and
right to settle the redemption of your Series 10-12 Class A
preferred
shares in cash instead of Class A common shares.  Paragraph 29 of
SFAS 128 states the presumption that the redemption of securities
that can be settled in common stock or cash will be settled in
cash
may be overcome, if you have a stated policy that you will redeem
such securities in cash.  Your audited footnotes do not appear to
contain such a policy.  Furthermore, the description of these
securities in your 2005 Annual Information Form does not state if
the
holder requests conversion of the preferred shares into Class A
common shares, you have the right to pay in cash instead of
converting.  As such, it is unclear how you are able to overcome
the
presumption of conversion into your Class A common shares in
accordance with paragraph 29 of SFAS 128.  Please provide us with
additional support for your current treatment.  Otherwise, please
provide us with your revised EPS calculation under US GAAP.

6. We note your response to the 2nd bullet of comment 9 in our
letter
dated September 15, 2005.  You say that since you did not redeem
all
of the Series 1 Class A preferred shares, EITF Topic D-42 is not
applicable.  In future filings, please disclose the number of
shares
of Series 1 Class A preferred shares redeemed, including the
amount
of cash paid to redeem those shares.  Please provide us with the
disclosure you intend to include in future filings.  Also, please
provide us with your detailed analysis under EITF Topic D-53 as to
whether the Series 1 Class A preferred shares actually redeemed
should have had an impact on your calculation of EPS under US

GAAP.  If you determine that the redemption of those shares of
Series
1 Class A preferred shares should have impacted the calculation of
EPS under US GAAP, please provide us with your revised
calculation.

7. For the above three comments related to the calculation of EPS
under US GAAP if you do not believe the revised EPS presentation
for
all three issues is materially different from the presentation in
your Form 40-F for the fiscal year ended December 31, 2004, please
provide us with your detailed SAB 99 analysis of the quantitative
and
qualitative factors regarding the materiality of your presentation
of
EPS under US GAAP for fiscal years 2003 and 2004.

(v)  Market value adjustments, page 81 of 2004 Annual Report

8. We note your response to comment 11 in our letter dated
September
15, 2005.  Please provide us sufficient information to understand
how
the third paragraph of this section of your filing relates to the
two
adjustments that consist of the total market value adjustment.
For
example, please tell us how the effects of accounting for
derivatives
in accordance with US GAAP with a decrease to net income of $8
million and the net derivative gains reclassified from other
comprehensive income to income of $22 million relates to the
unrealized loss adjustment of $6 million for fiscal year 2004.

(c)  Balance Sheet Differences, page 83 of 2004 Annual Report

9. We note your response to comment 12 in our letter dated
September
15, 2005.  Specifically, we note for the Series 7 Class A
preferred
shares that it contains a feature allowing the holder to exchange
the
preferred shares for Class A common shares upon the occurrence of
one
of the three events.  Furthermore, we note your analysis of your
Series 10, 11 and 12 Class A preferred shares that are convertible
into Class A common shares at the option of the you or the holder.
While your Series 7, 10, 11 and 12 Class A preferred shares may
not
meet the criteria set forth in SFAS 150, you do need to continue
to
evaluate the applicability of these securities to the other
accounting literature.  After analyzing the securities under SFAS
150, you then need to analyze the securities under SFAS 133.  If
you
determine that the instruments are not derivatives, then you need
to
analyze the securities under EITF 00-19 to determine the
appropriate
classification  of the securities on the balance sheet.  If under
EITF 00-19, the preferred shares meet the requirements to be
classified as equity, you then need to consider ASR 268 and EITF
D-98
to determine whether the preferred shares should be classified as
permanent equity or temporary equity.  Your response should
provide
us with a detailed analysis of how you arrived at your conclusion
for
each step under SFAS 133, EITF 00-19, and ASR 268 and EITF D-98,
as
applicable, for each preferred share.

(d)  Cash Flow Statement Differences, page 85 of 2004 Annual
Report

10. We note your response to comment 14 in our letter dated
September
15, 2005.  Please tell us whether your funds management business
meets the definition of an investment company as described in
paragraphs 1.01-1.06 of the AICPA Audit and Accounting Guide:
Audits
of Investment Companies, including an explanation as to how you
arrived at your conclusion.

If you determine that you meet the criteria of an investment
company
per the AICPA Audit and Accounting Guide, please tell us why you
believe your classification of the sales and purchases of
securities
and loans advanced and collected related to your funds management
business as an investing activity is in accordance with the
guidance
set forth in paragraphs 7.59-7.64 of the AICPA Audit and
Accounting
Guide:  Audits of Investment Companies.

Finally, we note your statement in your response letter that you
do
hold a small portfolio of securities held for trading purposes,
which
were not reflected in operating activities.  Please quantify the
impact of reclassifying these securities held for trading purposes
for each period presented.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or me at (202) 551-3769, if you have questions regarding
comments on the financial statements and related matters.

Sincerely,

Rufus Decker
Accounting Branch Chief

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Brian Lawson
Brascan Corporation
October 31, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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