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corresp

February 27, 2006

Via U.S. mail and facsimile

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C 20549-7010

    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 December 29, 2005. At this time, we are in a position to fully
address questions 1, 2, 3 and 5 of that letter and do so herein. We have reproduced your questions
in this letter and included our responses thereto. Given the specificity and complexity of
question 4 to your letter, our detailed response requires additional time. We are continuing to
prepare our response to question 4, which includes obtaining comments and input from our auditors,
and will forward it as soon as it is complete.

Question #1

General

    1.

    The Division of Investment Management is in the process of reviewing your response to comment
2 in our letter dated October 31, 2005 regarding whether you are an investment company as
defined in the Investment Company Act of 1940, as amended. Once the review is complete, we
will send you any additional comments.

    Response

    We have since received your follow up letter and have reviewed the additional comments. We are
preparing our response and will submit it separately.

Question #2

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

    2.

    We note your response to comment 4 in our letter dated October 31, 2005. Specifically, you
state that you intend to revise your disclosure to clarify that basic and diluted EPS figures
are equally applicable to Class A and Class B shares. However, you do not tell us how you
intend to clearly communicate this information to investors. We believe including the two
tables and the last paragraph included in your response letter dated December 1, 2005 to this
comment will provide sufficient information regarding your calculation of basic and diluted
earnings per share in accordance with paragraph 61.d. of SFAS 128. As such, please confirm to
us that you will include this information in the footnotes to your audited financial
statements in future filings.

    Response

    At the date of this letter, we have 261,034,397 Class A
common shares and 85,120 Class B common shares outstanding. Given that the Class B shares represent less than 0.1% of the total shares
outstanding, we respectfully request that the following disclosure be considered as sufficient
to demonstrate that both Classes of shares have equal economic attributes, as opposed to the
tabular presentation provided to you:

    “The 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 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.
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. This relationship
holds true irrespective of the number of dilutive instruments issued in either one of the
respective classes of common stock, as both classes of common stock share equally, on a pro rata
basis in the dividends, earnings and net assets of the company, whether taken before or after
dilutive instruments, regardless of which class of common stock is diluted.”

Question #3

    3.

    We note your response to comment 5 in our letter dated October 31, 2005. Based on your
position that it is your stated policy to exercise your option to redeem for cash as opposed
to allowing conversion as requested by the holder, please revise your disclosure for your
calculation of earnings per share under US GAAP to state that the potential conversion of your
Series 10-12 Class A preferred shares have not been included in the calculation of earnings
per share under US GAAP, as your policy is to exercise your option to redeem these

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    securities for cash upon request for conversion by the holder. Please provide us with the
disclosure you intend to include in future filings.

    Response

    Our future disclosure for US GAAP earnings per share calculation will include the following
policy statement with respect to our Series 10 – 12 Class A preferred shares:

    “The Company’s current policy is to redeem the Preferred Shares Series 10, 11, and 12, through
the payment of cash in the event that holders of the Preferred Shares exercise their conversion
option. As a result, the impact of the conversion of these Preferred Shares has been excluded
from the Company’s diluted EPS calculation. However, the Company is not legally obliged to
redeem these preferred shares for cash and reserves the right to settle the conversion option in
Class A common shares.

Question #4

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

    4.

    Response to this question currently being prepared and reviewed.

Question #5

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

    5.

    We note your response to comment 10 in our letter dated October 31, 2005. We note your
statement that the impact of reclassifying trading securities in 2004 would have been to
reclassify $5 million from operating activities in investing activities. Please confirm that
the actual reclassification would have been from investing activities to operating activities,
or tell us why a reclassification from operating activities to investing activities is
appropriate. Please also tell us the amount of your investments classified as trading,
available for sale, and held to maturity as of December 31, 2004 and September 30, 2005.
Please also tell us the amount of your investments that are held for resale. Finally, please
note that we are still evaluating your determination that your funds management business does
not meet the definition of an investment company and may have further comment once that
evaluation is complete.

    Response

    We confirm that the actual reclassification of cash inflows relating to trading securities in
2004 would have been to reclassify a net amount of $5 million from investing activities to
operating activities (comprised of sales of $27 million less purchases of $22 million).

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    The carrying value of investments classified as trading, available for sale and held to maturity
per SFAS 115 as of December 31, 2004 and September 30, 2005 are as follows:

    Interim1

    US GAAP

    Classification of securities (US$ thousands)

    Sept. 30, 2005

    Dec. 31, 2004

    Trading

    $
    430

    $
    304

    Available for sale

    4,527

    2,932

    Held to maturity

    55

    42

    Equity accounted securities

    560

    —

    $
    5,572

    $
    3,278

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    Determined by reference to the company’s unaudited interim financial
statements and supporting materials which are prepared in accordance with Canadian GAAP and
provided under the Multi-Jurisdictional Disclosure System in home country GAAP.

Our investments held for resale per SFAS 102, are those carried at market value in a “Trading”
account. We consider all securities classified as Trading to be held for resale per SFAS 102.

* * * *

We appreciate your interest in our financial reporting and trust these responses address your
concerns with respect to questions 1, 2, 3 and 5. We will forward to you our complete response to
question 4 as soon as possible. Should you have further questions, please address your letter to
the undersigned.

Yours very truly,

Brian D. Lawson

Managing Partner & Chief Financial Officer

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