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CORRESP
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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. We have reproduced your questions in this letter
and included our responses thereto. Part of our process has included discussions with our external
auditors. We look forward to discussing this further with you at your convenience.

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

2

    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.

    We note your response to comment 9 in our letter dated October 31, 2005. It remains
unclear how you arrived at your conclusions to not bifurcate the embedded instruments in
your Series 10-12 and Series 7 Class A preferred shares and to classify as permanent equity
your Series 10-12 Class A preferred shares.

    For your Series 10-12 Class A preferred shares, it is unclear to us how you arrived at your
conclusion for paragraph 12.a. of SFAS 133. Specifically, based on the description of these shares on
pages B-12 — B-17 of the 2005 Annual Information Form, it does not appear that these shares participate
in dividends with your Class A Limited Voting Shares but rather have fixed
cumulative preferential cash dividends with an optional redemption feature, which you have
stated it is your policy to use in the case a shareholder were to exercise its option to convert
the shares into Class A Limited Voting Shares. Furthermore, the terms of your Series 10-12
Class A preferred shares do not perfectly fit the scenario in paragraph 61.1. of SFAS 133 for
securities that are more akin to equity investments.

    For both your Series 10-12 and Series 7 Class A preferred shares, it is unclear how you arrived
at your conclusion that you meet the scope exception under paragraph 11.a. of SFAS 133.
Specifically, your analysis appears to only address the classification of the embedded
instrument. Both criteria listed in paragraph 11.a. of SFAS 133 are required to be met to
qualify for the scope exception. Furthermore, your analysis of the classification of the
embedded instrument as an equity instrument appears to only focus on the option of the holder in
terms of the conversion option. Your analysis should include the holder’s option and your
options.

    As such, please provide us with a comprehensive analysis for your Series 10-12 and 7 Class A
preferred shares, including the following:

    •

    Your analysis as to whether the embedded instrument is considered indexed to your
stock.

    °

    Please refer to paragraph 11.a.(1) of SFAS 133 and EITF 01-6 for guidance.

    °

    Please ensure your analysis includes all redemption and conversion features of
the shares by both you and the holder.

    •

    Your analysis of the classification of the embedded instrument.

3

    °

    Please refer to paragraph 11.a.(2) of SFAS 133 and EITF 01-6 for guidance.
Please ensure your analysis of paragraph 8 of EITF 00-19 fully addresses all redemption
and conversion options of the shares. Specifically, your previous analysis does not
appear to address your ability to redeem the shares at C$25 per share and all unpaid
dividends from time to time with notice provided to the holder. Your analysis should
fully explain why you believe you fall into the situation selected.

    °

    If you determine that the embedded instrument is in the situation for
“contracts that give the company a choice of net-cash settlement or settlement in its
own shares,” then you also need to address paragraphs 12-32 of ETIF 00-19. Please then
provide us with your analysis of these paragraphs.

    °

    Please note that a distribution of your Class A Limited Voting Shares pursuant
to a document filed with a securities regulatory agency or stock exchange is not within
your control but rather the control of the securities regulatory agency or stock
exchange that determines the effectiveness of such document prior to distribution of
such shares.

    •

    If you determine that you do not meet the scope exception of paragraph 11.a. of SFAS
133, please provide us with your detailed analysis of paragraph 12 of SFAS 133 to determine
if you need to bifurcate the embedded instrument.

    °

    For your analysis of paragraph 12.a. of SFAS 133, please refer to paragraph
61.1 of SFAS 133 for guidance. If the terms of the shares do not fit perfectly to the
scenario included in paragraph 61.1 of SFAS 133, you need to provide us with a detailed
explanation as to how you arrived at your conclusion for this criterion.

    °

    For paragraph 12.b. of SFAS 133, since preferred stock instruments are not
carried at fair value, this criterion will be met.

    °

    For paragraph 12.c. of SFAS 133, you need to analyze if the embedded instrument
would meet the definition of a derivative in paragraphs 6 — 9 of SFAS 133 as a stand
alone instrument. Typically, this criterion is met, as conversion options typically
meet the net settlement criteria because the option is settled by delivering shares of
the company, which can be readily converted into cash. As such, please provide us with
a detailed analysis of this criterion, in light of the fact that you state in your
response letter that you fail to meet the criterion in this paragraph.

    Finally, please provide us with a detailed analysis of how you determined your Series 10-12
Class A preferred shares should not be classified outside of permanent equity under EITF D-98,
as revised on September 15, 2005. In addition, please provide us with additional information
regarding your adoption of the amendment to CICA handbook section 3861. Specifically, please
tell us:

    •

    The preferred shares that have been reclassified from permanent equity to liabilities,
which includes the reclassification of the associated dividends to interest expense.

    •

    How you determined that these shares are required to be reclassified from permanent
equity to liabilities along with the associated dividends to interest expense. Please cite
the specific terms of the shares and the corresponding sections of the literature that
require the restatement.

    •

    How you determined such terms of the shares do not also meet the requirements to be
classified outside of permanent equity in accordance with SFAS 150, ASR 268 and/or EITF
D-98.

4

    If after further analysis you determine that the embedded instrument in your Series 7 and/or
Series 10-12 Class A preferred shares requires bifurcation under SFAS 133 and/or you determine
that your Series 10-12 Class A preferred shares should be classified as liabilities, please
provide us with your revised accounting for these shares and/or embedded instruments. If you do
not believe the revision for these shares and/or embedded instruments are material to your
consolidated financial statements, please provide us with your detailed SAB 99 analysis of the
quantitative and qualitative factors.

    Response:

    We have provided the following detailed analysis which supports the conclusions we have reached
in respect of our Series 10-12 Class A preferred shares. In the following table (Table I), we
have summarized all of the key features in the preferred shares Series 10, 11, 12, which we will
reference throughout our analysis. Please note that upon further review we can confirm that the
Series 7 preferred shares were no longer outstanding on December 31, 2004. No amounts were
reflected in the US GAAP balance sheet in respect of these shares however inaccurate disclosure
suggested that some remained outstanding at December 31, 2004 and 2003. We will ensure our note
disclosure to the financial statements clarifies this fact in future filings.

    Key Terms and

    Series 10

    Series 11

    Series 12

    Features

    1.

    Dividends

    Fixed cumulative preferential

cash dividends

    Fixed non cumulative

preferential cash dividends

    Fixed cumulative preferential

cash dividends

    2.

    Redemption at
the option of
the Company
(Issuer)

    On or after September 30, 2008,
the Company may, at its option,
at any time redeem all, or from
time to time any part, of the
outstanding Class A Preference
Shares, Series 10, by the
payment of an amount in cash
for each such share so redeemed
of $25.75 if redeemed before
September 30, 2009, of $25.50
if redeemed on or after
September 30, 2009 but before
September 30, 2010, of $25.25
if redeemed on or after
September 30, 2010 but before
September 30, 2011, and of
$25.00 thereafter plus, in each
case, all accrued and unpaid
dividends up to but excluding
the date fixed for redemption.

    On or after this June 30, 2009,
the Company may, at its option,
at any time redeem all, or from
time to time any part, of the
then outstanding Class A
Preference Shares, Series 11, by
the payment of an amount in cash
for each such share so redeemed
of $25.75 if redeemed before
June 30, 2010, of $25.50 if
redeemed on or after June 30,
2010 but before June 30, 2011,
of $25.25 if redeemed on or
after June 30, 2011, but before
June 30, 2012, and of $25.00
thereafter, in each case
together with, all declared and
unpaid dividends up to but
excluding the date fixed for
redemption.

    On or after March 31, 2014 the
Company may, at its option, at
any time redeem all or any
part, of the then outstanding
Class A Preference Shares,
Series 12, by the payment of an
amount in cash for each such
share so redeemed of $26.00 if
redeemed before March 31, 2015,
of $25.75 if redeemed on or
after March 31, 2015 but before
March 31, 2016, of $25.50 if
redeemed on or after March 31,
2016, but before March 31,
2017, of $25.25 if redeemed on
or after March 31, 2017, but
before March 31, 2018, and of
$25.00 thereafter, in each case
together with, all accrued and
unpaid dividends up to but
excluding the date fixed for
redemption.

5

    Key Terms and

    Series 10

    Series 11

    Series 12

    Features

    3.

    Company’s Conversion

Option

    Convertible at the option of
the Company after September
30, 2008 into a variable number
of Class A Limited Voting
Shares determined by dividing
the then applicable redemption
price, together with all
accrued and unpaid dividends up
to but excluding the date fixed
for conversion, by the greater
of $2.00 or 95% of the weighted
average trading price of the
Class A Limited Voting Shares
on the Toronto Stock Exchange
for the 20 consecutive trading
days immediately prior to the
date fixed for conversion.

    Convertible at the option of the
Company after June 30, 2009
into a variable number of Class
A Limited Voting Shares
determined by dividing the then
applicable redemption price,
together with all accrued and
unpaid dividends up to but
excluding the date fixed for
conversion, by the greater of
$2.00 or 95% of the weighted
average trading price of the
Class A Limited Voting Shares on
the Toronto Stock Exchange for
the 20 consecutive trading days
immediately prior to the date
fixed for conversion.

    Convertible at the option of
the Company after March 31,
2014 into a variable number of
Class A Limited Voting Shares
determined by dividing the then
applicable redemption price,
together with all accrued and
unpaid dividends up to but
excluding the date fixed for
conversion, by the greater of
$2.00 or 95% of the weighted
average trading price of the
Class A Limited Voting Shares
on the Toronto Stock Exchange
for the 20 consecutive trading
days immediately prior to the
date fixed for conversion.

    4.

    Holder’s