SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

May 9, 2005

via U.S. mail and facsimile

Brian D. Lawson
Managing Partner and Chief Financial Officer
Brookfield Asset Management Inc.
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

 Re: Brookfield Asset Management Inc.
  Form 40-F for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  File No. 33-97038

Dear Mr. Lawson:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise  your document 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.  Pl ease be as detailed as necessary in your
explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

24.  Difference from United States Generally Ac cepted Accounting Principles, page 88 of
2005 Annual Report

(c)  Balance Sheet Differences , page 92 of 2005 Annual Report

1. We have reviewed your response letters filed on EDGAR on March 13, 2006, April
11, 2006 and April 28, 2006.  In those res ponses, you have indicated that the
preferred shares represent a debt host for purposes of analyzing the criteria in SFAS 133, paragraph 12, and therefore the embedded conversion option is not clearly and

Brian D. Lawson
Brookfield Asset Managem ent Inc.
May 9, 2006
Page 2

closely related to the host contract.  With regard to your analysis of the classification of your Series 10, 11 and 12 Preference Sh ares, we note that upon exercise of a
preference shareholder’s right  to convert the preference shares you are obligated to
issue the preference shareholder “freely tr adeable” Class A Limited Voting Shares, or
Class A common shares.  You have stated that the definition of “freely tradeable”
shares is “shares [that] must not be subject  to any cease trade order and must be listed
on the Toronto Stock Exchange” and you ha ve acknowledged that the determination
of whether you are subject to a cease trad e order and whether your Class A common
shares are listed on the Toronto Stock Exchan ge is not within your control.  Yet, you
indicate that equity classification is appr opriate because you believe that a preference
shareholder’s conversion option would be inoperable if your Class A common shares
were not listed on the Toronto Stock Excha nge.  That is, you belie ve that the holder’s
ability to exercise the co nversion option is contingent  on the shares underlying the
conversion option being listed on the Toronto St ock Exchange on the date of exercise.
This belief appears to be contradicted by the disclosure in the preference shares’
prospectuses.  Those prospectuses identify the passage of time as the sole condition
precedent to the holder’s ability to exercise  the conversion option.  On the basis of
your public disclosure that the passage of time is the sole condition precedent to exercise of the conversion option and because  the issuance of “freely tradeable” Class
A common stock is not within your control, it appears that you c ould be required to
net cash settle the conversion option.  Contract s that could require net cash settlement
cannot be accounted for as equity.  In the absence of any additional information,
please restate your balance sheets prepar ed in accordance with US GAAP and
included in Note 24 to your 2005 Form 40-F.  Please also ensure that your disclosures
within the Form 40-F include all of the pe rtinent terms of the preference shares in
accordance with SFAS 129.  For example, pleas e revise Series 12 preference shares
dividend policy to state that holders r eceive fixed, cumulative preferential cash
dividends instead of fixed, non-cumulative preferential cash dividends.  In addition,
please include a statement that upon conversi on, holders are entitled to receive “freely
tradeable” Class A common shares and your definition of what “freely tradeable”
means.

2. Please tell us when you will file your amended Form 40-F.  We remind you that when
you file your amended Form 40-F, you should appropriately addr ess the following:
• an explanatory paragraph in the reissued audit opinion,
• full compliance with SFAS 154, paragraphs 25 and 26,
• fully update all affected portions of th e document, including MD&A, and selected
financial data,
• updated General Instruction B.6(b) and (e ) of Form 40-F disclosures, including
the following:
o a discussion of the restatement and the facts and circumstances surrounding it,
o how the restatement impacted the CEO and CFO’s original conclusions regarding the effectiveness of their di sclosure controls and procedures,

Brian D. Lawson
Brookfield Asset Managem ent Inc.
May 9, 2006
Page 3

o changes to internal controls  over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or internal controls over financial repor ting to prevent future misstatements of a similar
nature.
• updated certifications.

*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a letter that keys your responses to our comments and provides any requested
information.  Detailed respons e 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.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 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 the filing;

‚        staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

‚        the company may not assert staff comm ents as a defense in any proceeding
initiated by the Commission or any pe rson under the federal securities laws
of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Brian D. Lawson
Brookfield Asset Managem ent Inc.
May 9, 2006
Page 4

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

Sincerely,

Rufus Decker
Accounting Branch Chief