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March 2, 2006

COURIER

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 January 12, 2006. We have reproduced your questions in this
letter and included our responses thereto.

General

    1.

    You state that the value of Brascan’s assets has been determined consistent with Section
2(a)(41)(A) of the Investment Company Act of 1940, except that the valuation was performed by
Brascan’s management “rather than its board of directors.” Section 2(a)(41) of the Investment
Company Act requires that securities be valued using market quotations if such quotations are
readily available. When market quotations are not readily available, securities must be valued
using their fair values as determined in good faith by the company’s board of directors.
Please tell us if your board of directors has established procedures for reviewing and
evaluating the value of your assets, including securities. If your board of directors adopted
such procedures, please tell us if the procedures require the board of directors, in its
oversight role, to review or approve valuations performed by your management.

    Response

    Prior to December 31, 2004 management prepared a valuation of the company’s assets on a
quarterly basis which formed part of management’s discussion and analysis and which was reviewed
and approved by the Audit Committee and Board of Directors (the “Board”). The methodology used a
combination of market quotations and management estimates. We discontinued our practice of
publishing asset valuations during 2005 and accordingly, there was no formal Board review or
approval during this period.

    During 2005, management reviewed the company’s status in the context of the Investment Company
Act (the “ICA”) and performed the necessary calculations to ensure compliance, however, this
analysis was not presented to the Board. The methodology used to value assets where market
quotations were not readily available was consistent with that used for the published company
valuations, as well as the analysis provided to the SEC on December 1, 2005. On February 9, 2006
our Audit Committee and Board reviewed and approved those calculations of fair value. At the
same meeting we discussed with our Board the requirement to review and approve the valuation of
our assets in accordance with the Investment Company Act on an ongoing basis and are in the
process of developing formal procedures. It is our expectation that this will be done with the
board at least annually.

    2.

    You state that your analysis has been presented in accordance with Canadian GAAP, which you
believe would result in a “substantially similar analysis” to one prepared in accordance with
US GAAP. Under the federal securities laws, the status of an entity as an investment company
must be determined in accordance with US GAAP. Accordingly, please provide us with a
reconciliation of your analysis to US GAAP.

    Response

    The financial statements of the company prepared under Canadian GAAP resulted in total assets of
$20,010 million for the period ended December 31 2004. The same financial statements as prepared
under US GAAP, as disclosed in Note 23 of our 2004 annual financial statements, resulted in
total assets of $20,986 million. The reconciliation between the total consolidated assets under
each GAAP is as follows:

    Assets under Canadian GAAP

    $
    20,010

    Consolidation of Variable Interest Entities

    1,154

    Fair value of trading and available for sale securities

    33

    Adjustment to equity accounted investments

    (170
    )

    Other cumulative adjustments

    (41
    )

    Assets under US GAAP

    $
    20,986

    The major difference between the two GAAPs is the requirement to consolidate variable
interest entities in accordance with FIN64R at the end of 2004 as opposed to the first quarter
of 2005 as required under Canadian rules. The consolidation of variable interest entities would
not have any impact on our evaluation under the ICA as the analysis is prepared on a
deconsolidated basis.

    Other adjustments in reconciling to US GAAP include the requirement to carry securities
available for sale and trading securities at market value and the requirement to adjust the
carrying value of our equity accounted investments for the cumulative impact of US GAAP
adjustments at the investee level. In each of these cases, there would be no impact on the
calculation of fair value under the ICA, as trading, available for sale securities, and our
equity accounted investments are valued using market quotations in any event. Accordingly, we
believe that other reconciling items to US GAAP would have an immaterial impact on our fair
value analysis previously provided.

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    We have only provided a discussion on the impact of US GAAP reconciling items to our December
31, 2004 analysis in accordance with the ICA due to the difficulty associated with preparing a
US GAAP reconciliation for each quarter provided in our previous analysis.

    3.

    We note that you reported loans and notes receivable equal to $900 million of funds
management assets on your consolidated balance sheet as at December 31, 2004 and $407 million
on your unaudited balance sheet as at June 30, 2005. Your analysis includes your
unconsolidated balance sheet. The unconsolidated balance sheet, however, contains no line item
comparable to loans and notes receivable and discloses no amounts under the asset category
“Loans receivable, net of provisions” for any quarter, including those ending December 31,
2004 and June 30, 2005. Please explain why you have not disclosed the value of the loans and
notes receivable in your analysis. In footnote 4 of your unconsolidated balance sheet, you
state that “loans receivable that would otherwise qualify as “bad” assets have been provided
for in accordance with GAAP.” Please clarify the meaning of this statement in footnote 4.

    Response

    As required by the ICA, our analysis was prepared on a deconsolidated basis and consequently
does not contain certain line items that may otherwise appear in our consolidated financial
statements. Specifically, the loans and notes receivable of $900 million and $407 million relate
mainly to activities conducted by our funds management subsidiary and other subsidiaries which
are not consolidated for the purposes of preparing the analysis. For the purposes of the
analysis we have assumed the entire net investment in the funds management subsidiary to be a
‘bad asset’.

    In reference to footnote 4, we have certain loans at the corporate level to entities which, for
purposes of preparing our consolidated financial statements, have been deemed as uncollectible
and have a carrying value of $nil after deducting associated provisions.

    4.

    We previously requested that you separately analyze the investment company status for each of
your subsidiaries. Under Section 3(a)(1)(C) of the Investment Company Act, the amount of
investment securities must be determined based on total assets on an unconsolidated basis. We
note that each of the separate subsidiary analyses you provided included a footnote stating
that consolidated financial statements of the subsidiary were used as a proxy for
unconsolidated financial statements (with the exception of Island Timberlands). We are not
aware of any authority that permits analysis on other than an unconsolidated basis. Please
provide us with an analysis for each of these subsidiaries (including Island Timberlands, as
appropriate) on an unconsolidated basis.

3

    Response

    Our principal subsidiaries are Brookfield Properties Corporation, Brookfield Homes Corporation,
Brookfield Power Inc., Brascan Brazil and our funds management business. We have reviewed the
consolidated and deconsolidated financial profile of each of these entities and, based on this
review and discussion with management of each subsidiary, we have determined that all but the
funds management subsidiary are clearly not investment companies within the meaning of the ICA.

    At your request we have attached the analysis of Brookfield Properties Corporation, Brookfield
Homes Corporation, Brookfield Power Inc. and our Brazilian operations on a deconsolidated basis
for each of December 31, 2004 and December 31, 2005. The result of this analysis had no change
to our initial conclusion provided to you.

    The deconsolidated financial statements provided to us by our operating subsidiaries were
prepared on a book value basis and do not have any adjustments to fair value which, we are
aware, is a requirement of the ICA. However, we are certain that the preparation of such an
analysis using fair values would not change our conclusions. This is based on the low level of
‘bad assets’ relative to ‘good assets’ and our belief that the value of the ‘good assets’ is
significantly higher than their book value, whereas the fair value of the bad assets is
approximately equal to book value.

    5.

    In addition, you have not provided us with any information or analysis for BFREG/Commercial,
Brazil Timberlands and Coal Lands, each of which is shown as holding assets that were included
in calculating whether your investment securities exceed the 40% limitation. Please either
provide the requested information and analysis or confirm, if accurate, that you have included
the value of your securities holdings in BFREG/Commercial, Brazil Timberlands and Coal Lands
in calculating the percentage of investment securities held by you under Section 3(a)(1)(C).

    Response

    Our Commercial brokerage, Brazil Timberland and Coal Land businesses contain no assets that
would be deemed investment securities under the ICA as illustrated in the table below and as a
result have been included as ‘good assets’ in our analysis previously provided.

    As at December 31, 2004

    Commercial

    Brazil Timberlands

    Coal Lands

    Cash and cash equivalents

    $
    1

    $
    —

    $
    —

    Accounts and other receivables

    27

    14

    —

    Property, plant and equipment

    9

    37

    70

    Other assets

    —

    —

    —

    Total Assets

    $
    37

    $
    51

    $
    70

    6.

    As noted above, Section 2(a)(41) requires that securities be valued using market quotations
if such quotations are readily available. When market quotations are not readily available,

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    securities must be valued using their fair values as determined in good faith by the company’s
board of directors. Please explain how the investment securities held by Brookfield Properties
Corporation, Brookfield Homes Corporation, Brascan Power Inc. and Brazil Investments were
valued. If fair values were used, please provide information regarding the basis for, and the
persons responsible for determining, such values.

    Response

    Investment securities held by Brookfield Properties Corporation, Brookfield Homes Corporation,
Brascan Power Inc. and Brazil Investments have been included in the ICA analysis at book value.
The audited financial statements, which are approved by each company’s board of directors,
states that the book value of marketable securities approximates their fair values. In all
material respects these securities are financial assets and have been valued using market
quotations, or by reference to comparable securities with market quotations.

We appreciate your interest in our financial reporting and trust these responses address your
concerns. Should you have further questions, please address your letter to the undersigned.

Yours very truly,

/s/   Brian D. Lawson

Brian D. Lawson

Managing Partner and Chief Financial Officer

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ANNEX A

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