SecProbe.io

February 13, 2013

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. 6 to Registration Statement on Form  20-F
Filed February  1, 201 3
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.

Item 5. Operating and Financial Review and Prospects, page 69

5.A. Operating Results, page 69

1. We note the revisions made to your MD&A discussion.  Please further revise to move the
historical cons olidated discussion of your annual results to be right after the historical
consolidated discussion of your interim results in order to give the discussion due
prominence.

2. Please expand the discussions of your fair value changes; your explanations of the
changes should more specifically describe the underlying reasons for the changes.

Steven J. Douglas
Brookfield Property Partners L.P.
February 13, 2013
Page 2

 Critical Accounting Policies, Estimates and Judgments, page 114

General Growth Properties, page 115

3. We note your response to comment 13 from our letter dated January 10, 2013.  In light of
the significant variance between the value of your investment in GGP based on the
publicly traded share price and the carrying value of the equity accounted investment,
please expand your critical accounting policies disclosure to discus s your consideration
of the variance and the main reason for the variance.  Clarify that although the fair value
is significantly below your carrying value, you do not believe that there are any
impairment triggers; also, briefly summarize your basis for t hat conclusion.

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
1934 and all applicable 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 t he 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,
Assistant Chief Accountant , 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 Jennifer Gowetski  at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jessica Barberich

Jessica Barberich
Assistant Chief Accountant