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CORRESP

 October 17, 2012

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 Attention: Jessica Barberich and Wilson K. Lee

RE:
Brookfield Asset Management Inc.

Form 40-F for the year ended December 31, 2011

 Filed on March 29, 2012

 File No. 033-97038

Thank you for your letter dated August 27, 2012. For your reference we have included along with our responses each of your questions in
italics, using the same numbering references in your letter.

 FORM 40-F FOR THE YEAR ENDED DECEMBER 31, 2011

Exhibit 99.2

 General

1.
We note your disclosure of “net invested capital” throughout your document. Please clarify how you define this term. Furthermore, we note that you disclose
this measure on a segment basis; please aggregate the amounts and tell us how the total relates to your IFRS financial statements. Also, revise your disclosure in future filings to address these points.

Management utilized the terms “net invested capital” and “net tangible asset value” interchangeably when describing
the net asset value of its business and its operating segments in its December 31, 2011 Form 40-F. The company defined net tangible asset value on pages 13 and 79 of Form 40-F; however, the company now recognizes that it did not define the term
net invested capital nor did it state that it used the two terms interchangeably.

 The company included a reconciliation
between common equity as determined in its IFRS financial statements and net tangible asset value, both on a segmented basis and in aggregate, on page 22 of Form 40-F.

 The company will use the term net invested capital exclusively, as opposed to two terms used interchangeably, to describe the value of its business and its operating segments in future filings.

 1

 Earnings Capacity and Dividends, page 7

2.
You state that you believe that you can compound your equity at 12% over the longer term. Please tell us and expand your future filings to discuss your basis for
this statement.

 The company states within its Management Discussion and Analysis on page 13 of Form 40-F
that “our objective is to earn in excess of a 12% annualized total return on the intrinsic value of our common equity, when measured over the long term…”

 Management incorporates several considerations in assessing the appropriateness of this objective. First, the company underwrites most of its investments with a target internal rate of return on a levered
basis of 12% to 15%. These returns are enhanced by lower cost financial leverage such as corporate debt and preferred shares, and reduced by corporate operating costs, but to an extent that is still consistent with the overall objective. Finally,
the company is increasing its revenues from its asset management activities and while the operating margins from this business are currently not particularly impactful on overall returns after deducting direct and indirect costs, the expected growth
should result in an ability to increase our overall returns, even in the face of lower investment returns.

 This
company’s strategy to achieve its objectives are discussed on pages 9 and 10 of Form 40-F under the subtitle “Strategy and Goals” and is expanded on pages 11 to 12 under the subtitles, “Strategy” and “Value
Creation” and on pages 77 to 78 under the headings “Operating Capabilities” and “Key Performance Factors”. The company also discloses key risks that could adversely impact its financial condition on pages 80 to 89 of Form
40-F.

 Finally, we also note that the three, five, ten and twenty year compound return of an investment in the company’s
common shares was 24%, 1%, 20% and 16%, respectively, which is disclosed on page 4 of Form 40-F, and are consistent with the company’s long-term goals.

 Part 1 – Overview

 Basis of Presentation, Key Performance Metrics
and Use of Non-IFRS Measures, page 12

3.
We note the extensive use of non-IFRS measures throughout your document and the prominence of such measures. Please revise your disclosures in future filings to
discuss with equal or greater prominence your measures that are calculated and presented in accordance with IFRS.

 We will comply.

 2

 Part 2 – Financial Review

4.
In footnotes to various tables presented we note that you indicate that the amounts presented include and/or exclude certain things. In future filings, please
quantify these amounts within the footnote.

 We will comply.

5.
We note that the amounts presented as accounts payable and other within tables on page 21 and page 24 differ from each other and also differ from the amount
presented on your IFRS balance sheet on page 94. Please clarify why these amounts differ and reconcile to the balance presented on the IFRS balance sheet.

 The company’s statement of financial position on page 21 of Form 40-F presents its net tangible asset value and intrinsic value, which is determined on a pre-tax basis as defined on pages 13 and 79.
As a result, “accounts payable and other” balances within this presentation exclude the company’s share of the net deferred income tax liability (i.e. the consolidated deferred income tax liability after deducting the consolidated
deferred income tax asset, less the associated non-controlling interest).

 In contrast, accounts payable and other presented
in the capitalization table on page 24 of Form 40-F includes the consolidated deferred tax liability without any reduction to reflect deferred tax assets.

 The following table reconciles “accounts payable and other” within the tables presented on pages 21 and 24 of the company’s Form 40-F to the balances presented on the company’s
Consolidated Balance Sheet on page 94:

Accounts payable and other

Millions

Pg. 21

Pg. 24

 Consolidated Balance Sheet account balances

 Accounts payable and other

$
9,266

$
9,266

 Deferred income tax asset

(2,118
)

n/a

 Deferred income tax liability

5,817

5,817

12,965

15,083

 Less: proportionate share of deferred taxes

(2,247
)

(2,247
)

 Accounts payable and other

$
10,718

$
12,836

 In future filings, the company will modify the capitalization table to ensure proper disclosure of these
adjustments.

 3

 Capitalization, pages 23 – 24

6.
You disclose that your core liquidity as of December 31, 2011 was $3.9 billion, and that it represents cash and financial assets and undrawn credit balances.
Please tell us how this amount relates to the amounts disclosed in your IFRS balance sheet.

 The company
defines core liquidity on page 60 of Form 40-F under the heading “Cash and Financial Assets”, as consisting of “cash, financial assets, and undrawn committed credit facilities” and that it consists of $2.4 billion at the
corporate level and $1.5 billion within our principal operating subsidiaries (i.e. it does not include all cash and financial assets held in all of our consolidated subsidiaries). The accompanying table on page 60 indicates that we reduce cash
and financial assets by any associated deposits and other liabilities in determining the net invested capital.

 The following
table reconciles the company’s consolidated financial statement account balances to its core liquidity:

Millions

Corporate

Subsidiary

Total

 Financial statement account balances

 Cash and cash equivalents

$
41

$
1,986

$
2,027

 Other financial assets

1,934

1,839

3,773

1,975

3,825

5,800

 Less:

 Cash held in operating entities

—

(1,638
)

(1,638
)

 Investment in Canary Wharf Group

—

(856
)

(856
)

 Held to maturity loans and notes receivable

—

(762
)

(762
)

 Other financial assets

—

(221
)

(221
)

1,975

348

2,323

 Adjust for:

 Deposits (1)

(514
)

—

(514
)

 Undrawn credit facilities

913

1,136

2,049

 Core liquidity

$
2,374

$
1,484

$
3,858

(1)
Included in Accounts payable and other in the Consolidated Financial Statements

7.
We note that you indicate the consolidated basis information on the table disclosed on page 24 utilized the same methodology as your IFRS financial statements.
However, footnote 3 to the table indicates that shareholders’ equity includes incremental values and asset management franchise value, which are not values recognized under IFRS. Please clarify and/or revise future filings accordingly. In
addition, please reconcile the shareholders equity amount disclosed in this table to the amounts presented on your consolidated IFRS balance sheet on page 94 and disclose the reconciliation in future filings.

The reference on page 24 of Form 40-F that the “consolidated basis… [uses] the same methodology as our IFRS financial
statements” refers to fact that the consolidated basis of presentation in the table utilizes the same basis of accounting for its investments as is utilized in its IFRS consolidated financial statements (for example: consolidation, equity
method of accounting or account as a financial instrument). The accompanying narrative expands on this point by reminding readers that the consolidation as opposed to equity accounting will impact whether or not the debt issued by investee companies
is included in our consolidated capitalization or not.

 4

 Footnote 3 on page 24 indicates that the determination of shareholders’ equity in
the table is on a pre-tax basis and includes incremental values and asset management franchise value, which is consistent with the company’s determination of intrinsic value, as defined on page 78.

Common equity in the company’s IFRS financial statements is reconciled to intrinsic value on page 25 of Form 40-F.

Values not Recognized Under IFRS, page 25

8.
We note you have provided an estimate of the incremental value of certain items that are not reflected at fair value under IFRS in an effort to arrive at a more
complete and consistent determination of net tangible asset value. Please revise your disclosures in future filings to break down these amounts by asset type and show a separate column with the amounts recorded in the financial statements. Also,
discuss the valuation methods and the significant assumptions utilized by management for each asset type in determining these incremental values. Provide us with your proposed disclosure. Furthermore, clarify if you also include any amounts that are
below the carried values of these assets.

 Incremental values include fair value adjustments of certain of
the company’s assets and businesses, and do not necessarily correspond to any single account balance within the company’s financial statements. Management presents incremental values on a deconsolidated basis (the company’s share of
the adjustment), as opposed to adjusting all appropriate financial statement line items, including non-controlling interest. The company separately discloses the amount of incremental values by operating segment in comparison to its deconsolidated
investment (common equity) in the operating segment on page 22 of Form 40-F.

 The principal objective of the company in
reporting these items is to ensure readers have access to management’s determination of the fair value for assets and businesses that are not otherwise carried at fair value in the consolidated financial statements.

The valuation methodology and significant assumptions utilized by management when determining incremental values are below. Page
references below refer to the disclosures included within the company’s Form 40-F.

•

 Asset management and service activities: The $875 million of Incremental value within this segment includes a $545 million fair value adjustment
related to the company’s construction and property services businesses and a $330 million accrual of performance-based incentive fees (carried interests).

The company records its construction and property services businesses at historical book values under IFRS and records a fair value
adjustment within incremental values, based on a multiple of the businesses normalized EBITDA, derived from industry standards and observable market data.

 5

 Brookfield recognizes performance-based incentive fees based upon the amount that would
be due under the applicable incentive fee formula at the end of the measurement period established by the contract where it is no longer subject to adjustment based on future events, as described in financial statement note 2(l)(i), meaning that
most performance income is deferred until the end of the life of the fund for financial statement recognition purposes. We record an amount within incremental values for the estimated current value of the accrual, net of any direct costs, based on
fund performance up to the end of the relevant reporting period. We believe that this permits readers to effectively monitor the performance of our business and compare our results to asset managers that report performance income on an accrual
basis.

•

 Renewable Power (page 47): The “$300 million of incremental values represents gains relating to long-term power sale contracts that are deferred
for IFRS purposes” and are amortized into net income over the life of the contract. Management recognizes the portion of the gain that is otherwise deferred within incremental values; and notes that the incremental value will be eliminated over
time as the gain is recognized within net income and common equity under IFRS.

•

 Infrastructure: Certain of the company’s infrastructure businesses are recorded at historic book values under IFRS and the company includes an
incremental value for these businesses based on the present value of the company’s estimate of the businesses future cash flows or an appropriate multiple of the rate base determined with reference to comparable market transactions.

•

 Private equity incremental values consist of values for our special situations investments as well as an amount related to our residential development
lands.

 Special Situations (page 57) – Incremental values are determined “based on comparable
transactions and market prices…which in most cases reflect the excess of current valuations over distress acquisition prices.” Certain of our special situations investments are held in private equity funds, which account for their
investments at fair value following Investment Company Accounting. The values utilized in determining incremental values are consistent with the company’s valuations utilized in its private fund financial statements which are audited [in most
cases] and provided to fund investors.

 Residential development (page 58) – “Our development businesses are carried
primarily at historical cost, or the lower of cost and market, notwithstanding the length of time that some of our assets have been held and the value created through the development process. Accordingly, we look to metrics such as stock market
valuations, financing appraisals and comparable market transactions to determine a more current value for these businesses”

 No amounts are included within incremental balances that are below IFRS values.

 6

 In future filings, the company will expand its disclosure of the methodology and
assumptions utilized to determine incremental values.

 Asset Management Franchise value, page 26

9.
We note that you have described some of the assumptions utilized to arrive at the asset management franchise value such as assuming capital under management in your
unlisted funds and managed listed issuers will grow at a rate of 10% over the next 10 years. Please tell us and revise future filings to discuss the basis utilized by management for these assumptions. For instance identify whether the rate of growth
utilized was based on historical and/or empirical information. Also, tell us what is meant by your statement that you will continue to provide information to enable readers to assess your progress and consider these values and assumptions. Please
clarify how this information is provided, whether this information is disclosed in your Form 40-F filing, and if not, why this information has not been incl