SecProbe.io

November  27, 2012

Via E -mail
Steven J. Douglas
Brookfield Property Partners L.P.
Three World Financial Center
11th Floor
New York, NY 10281 -1021

Re: Brookfield Property Partners L.P .
 Amendment No. 3 to Registration Statement on Form  20-F
Supplemental Response Filed October 25 , 2012
File No. 001 -35505

Dear Mr. Douglas :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

General

1. We note your response to comment 1 of our letter dated October 9, 2012.  Please revise
your disclosure as noted below or advise:

 With respect to the quarterly equity enhancement distribution, ple ase revise to
provide an example of how such amount will be calculated, including a
description of how you calculate your total capitalization value as well as a
description of any adjustments.

 With respect to the incentive distributions, please disclose the specified targets
and quantify the amount by which the specified targets need to be exceeded in
order to pay such distributions.  Please also provide an example of how such
distributions will be calculated.

Steven J. Douglas
Brookfield Property Partners L.P.
November 27 , 2012
Page 2

  Please quantify in a table all management f ees, equity enhancement distributions
and incentive distributions on an annual basis to clarify such disclosure.

 Please revise to describe the risks created by the structure of the management fees
and equity enhancement distributions , which create incentiv es for the Managers
and the Property Partnership General Partner to maximize fees and other
distributions.  In addition, please highlight the fact that the management fee is not
tied to your performance.

Risk Factors , page 7

2. We note you r disclosure on page 27 that your U.S. unitholders will be considered to
receive a taxable distribution as a result of the spin -off.  Please revise your disclosure in
the risk factor section and throughout the registration statement to highlight, if true , that
(i) unitholders will be taxed as a result of the spin -off, (ii) the company has no obligation
to distribute cash to pay such taxes and (iii) going forward unitholders may be subject to
additional taxes and filing requirements based on your partnersh ip structure.

History and Development of the Company, page 37

3. We note your disclosure on page 22 that Brookfield will not owe your unitholders any
fiduciary duties under your Master Service Agreement or other arrangements with
Brookfield and  that The Bermuda Limited Partnership Act 1883, under which your
company and the Property Partnership were established, does not impose statutory
fiduciary duties on a general partner of a limited partnership.  Please revise your
disclosure in this section  to more specifically describe the fiduciary duties owed to
unitholders under Bermuda law and how these fiduciary duties are different than those
owed to unitholders under U.S. and Canadian law.  To the extent your Limited
Partnership Agreement modifies fi duciary duties that might otherwise be owed to your
company, please more specifically describe these modifications.

Performance Measures, pages 66 – 67

4. We have further considered your presentation of FFO.   Please expand your disclosure to
further explain why you believe that your FFO measure is economically similar to
NAREIT’s FFO measure, if true, focusing on the measure itself, rather than just the
adjustments.   Address the potential differences resulting from using IFRS versus US
GAAP; expl ain why you believe that these are not material and/or have been removed by
the adjustments.

Steven J. Douglas
Brookfield Property Partners L.P.
November 27 , 2012
Page 3

 Critical Accounting Policies, Estimates and Judgments, page 105

Investment Properties, page 105

5. We note your disclosure on page F -19 which states t hat you utilize two varying valuation
methods for your investment properties (i.e. discounted cash flow and direct
capitalization).    Please clarify and expand your disclosure to discuss your rationale for
using different valuation methods for different pr operties.    Your response should address
any differing characteristics among the properties and the factors considered in
determining the most appropriate valuation method to use.    In addition, please tell us and
disclose how you validate the techniques o r models you use.

Commercial Property Operations of Brookfield Asset Management, Inc.

Carve -Out Statements of Income (Loss), page F -5

6. We will look for your revised proposed presentation discussed with us on November 20,
2012 during our rev iew of your next amendment to the Registration Statement.

Note 7 – Equity Accounted Investments, page F -22

7. We note your response to comment 4 of our letter dated October 9, 2012.   Please revise
to also disclose the percentage of common stock t hese warrants would represent upon
exercise for just you separately, without consideration of your consortium
partners.   Furthermore, we note that you disclose that the fair value of your interest in
GGP as of December  31, 2011 is $4.1 billion.   Please tel l us and disclose how you
determined this fair value amount.    Your response should address the various
components that make up your total economic interest held in GGP (e.g., common stock,
warrants, etc.), the fair value technique used to value each compo nent, and how the fair
value determined relates to the publicly traded share price of GGP as of December 31,
2011.   We note that the 2011 Annual Report for Brookfield Asset Management discloses
on page 120 that the fair value of its investment in GGP is on ly $2.9 billion; please
reconcile this amount to the amount you have disclosed on page F -22.

Un-Audited Pro -Forma Financial Statements

Note 4 – Pro-Forma Adjustments

(e) Partnership Equity, page PF -11

8. We continue to consider your analysis regarding non -controlling interest.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of

Steven J. Douglas
Brookfield Property Partners L.P.
November 27 , 2012
Page 4

 1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Wilson Lee, Staff Accountant , at (202) 551 -3468  or Jessica Barberich,
ACA,  at (202) 551 -3782  if you have questions regarding comments on the financial statements
and re lated matters.  Please contact Folake Ayoola, Attorney  Advisor,  at (202) 551 -3673  or me at
(202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel