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    December 1, 2005

BY EDGAR AND FACSIMILE

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C 20549-7010

    Attention:

    Mr. Rufus Decker

    Accounting Branch Chief

    Re:

    Brascan Corporation

    Form 40-F for the Fiscal Year Ended December 31, 2004

    Filed March 31, 2005

    File No. 33-97038

Dear Mr. Decker:

     Thank you for your letter of October 31, 2005. We have reproduced your questions in this
letter and included our responses thereto. In addition, we hereby acknowledge the following:

    •

    Brascan Corporation is responsible for the adequacy and accuracy
of the disclosure in our filings;

    •

    Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filings; and

    •

    Brascan Corporation may not assert staff comments as a defence in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    1.

    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

Brascan Corporation

Suite 300 BCE Place, Box 762, 181 Bay Street, Toronto, Ontario, M5J 2T3

Telephone (416) 363-9491 Facsimile (416) 363-2856 www.brascancorp.com

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 2

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, 2004 Annual Information Form.
With respect to the funds management operations, your 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
include private equity investments in “business that we believe are undervalued and are being held
until such time as they may be sold for 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 asset 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
s(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(a)(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.

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 3

     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 quarter 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.

Response:

     The Company does not believe that it is an “investment company” as defined in the Investment
Company Act of 1940, as amended (the “1940 Act”), for the reasons set forth below. An “investment
company” is defined in Section 3(a)(1)(A) of the 1940 Act as an issuer which “[i]s or holds itself
out as being engaged primarily, or proposes to engage primarily, in the business of investing,
reinvesting or trading in securities”. The Company is a specialist asset manager focused on
property, power and infrastructure assets. Accordingly, the Company does not, and will not, operate
as an entity described in Section 3(a)(1)(A) of the 1940 Act.

     Section 3(a)(1)(C) of the 1940 Act also defines “investment company” as any issuer that “[i]s
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 per centum of the value of such issuer’s total assets (exclusive of Government
securities and cash items) on an unconsolidated basis”. Under Section 3(a)(2) of the 1940 Act, an
“investment security” includes “all securities except (a) Government securities, (B) securities
issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries
of the owner which (i) are not investment companies and (ii) are not relying on the exception from
the definition of investment company in paragraph (1) or (7) of [Section 3(c) of the 1940 Act]”.

     Attached hereto as Annex A is an analysis of the Company’s investment securities and total
assets, exclusive of cash items and Government securities, on an unconsolidated basis as of the end
of each of the fiscal quarters ended December 31, 2004, March 31, 2005, June 30, 2005 and September
30, 2005. This analysis includes the Company’s percentage ownership of each of its subsidiaries and
the “value” of the Company’s assets determined in accordance with Section 2(a)(41)(A) of the 1940
Act, except that the valuation has been performed by the Company’s management rather than its board
of directors. In addition, each of the Company’s subsidiaries (other than those in the funds
management business) is analyzed as to whether it is an investment company under the 1940 Act.
Please note that no further analysis of the Company’s subsidiaries which are in the funds
management business has been provided because each of such businesses is assumed for purposes of
this analysis to be an “investment company” and therefore a “bad asset” as that term is generally
used in connection with the 1940 Act. Also, please note that the analysis has been presented in
accordance with Canadian generally accepted

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 4

accounting principles (“Canadian GAAP”) which the company believes would yield a substantially
similar analysis to one prepared in accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”).

     Based on the foregoing analysis, “investment securities” represented less than 40% of the
Company’s total assets (exclusive of cash items and Government securities) on an unconsolidated
basis as of the end of each period presented. Accordingly, we believe that the Company is not an
“investment company” within the meaning of the 1940 Act.

     Pursuant to the SEC’s Rule 83, confidential treatment is being requested of Annex A, which has
been redacted from the EDGAR filing.

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

Contractual Obligations, page 50 of 2004 Annual Report

2. 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.

Response:

     The following table is similar to that included in the company’s most recent quarterly filing
and will, with the addition of payments to be made under interest rate swap obligations, be
included in its annual report in the following format:

Contractual Obligations:

    Payments due by period

    Less than

    1 - 3

    4 - 5

    After 5

    US$ millions

    Total

    one year

    years

    years

    years

    Long term debt

    Property specific mortgages

    $
    8,112

    $
    259

    $
    1,598

    $
    1,206

    $
    5,049

    Other debt of subsidiaries

    2,481

    690

    749

    399

    643

    Corporate borrowings

    1,685

    108

    519

    200

    858

    Capital securities

    1,598

    —

    —

    172

    1,426

    Lease obligations

    8

    1

    3

    2

    2

    Commitments

    445

    445

    —

    —

    —

    Interest expense 1

    Long term debt

    7,008

    195

    1,859

    961

    3,993

    Capital securities

    1,421

    23

    269

    179

    950

    Interest rate swaps

    TBD

    TBD

    TBD

    TBD

    TBD

1 Represents aggregate interest expense expected to be paid over the term of the debt/swaps. Variable interest rate
payments have been calculated based on current rates

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

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 5

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

3. 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, “basic 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.

Response:

     With respect to the Class A and Class B common shares, there are no dilutive factors, material
or otherwise, that would result in different diluted earnings per share. As described in our 2005
Annual Information Form on page 22 of Appendix B, subject to the prior right of preferred
shareholders, “holders of Class A Limited Voting Shares and Class B Limited Voting Shares rank on
parity with each other with respect to the payment of dividends (if, as and when declared by the
board of directors of the Corporation) and the return of capital on the liquidation, dissolution or
winding up of the Corporation or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs.” The tables that follow are intended to
demonstrate how the Class A and Class B common shareholders have equivalent basic and diluted EPS.

     Per paragraph 61.d of SFAS 128, the following two tables will present our detailed basic and
diluted earnings per share calculations for both the class A and B common shares. The first table
below presents our net income available to both the Class A and Class B common shareholders on both
a basic and diluted basis:

    US$ millions, except per share amounts

    2004

    Net income

    $
    688.0

    Less:

    Convertible debenture interest

    (1.0
    )

    Preferred equity distributions

    (61.0
    )

    Net income available to Class A and Class B shareholders for Basic EPS

    626.0
    (1)

    Dilutive items:

    Interest paid on Series I subordinate notes

    0.3

    Interest paid on Series II subordinate notes

    0.1

    Net income available to Class A and Class B shareholders for Diluted EPS

    $
    626.4
    (1)

(1) These earnings are allocated to Class A and Class B common shareholders on a pro rata basis with each share (diluted or not)
having an equal share of earnings, without distinction by class

    Brian Lawson

    Page 6

Brascan Corporation

December 1, 2005

     The second table (below) shows the pro rata allocation of the basic and diluted net
income to each class of common shares outstanding:

    2004

    US$ millions, except per share amounts

    Class A

    Class B

    Total

    Allocation percentage — basic

    99.967
    %

    0.033
    %

    100.000
    %

    Allocation of income — basic:

    Net income available to shareholders

    $
    625.793

    $
    0.207

    $
    626.000

    Allocation percentage — diluted

    99.968
    %

    0.032
    %

    100.000
    %

    Allocation of income — diluted:

    Net income available to shareholders

    $
    626.198

    $
    0.202

    $
    626.400

    Weighted average common shares outstanding for Basic EPS

    257,514,900

    85,100

    257,600,000

    Weighted average common shares outstanding for Diluted EPS

    263,414,900

    85,100

    263,500,000

    Earnings per share:

    Basic

    $
    2.43

    $
    2.43

    $
    2.43

    Diluted

    $
    2.38

    $
    2.38

    $
    2.38

     As demonstr