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CORRESP
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CORRESP

 1114 Avenue of the Americas

 23rd Floor

 New York, New York

 10036.7703 USA

 Tel  212.880.6000

 Fax 212.682.0200

www.torys.com

 June 12, 2012

 Via Federal Express and EDGAR

 Ms. Folake Ayoola

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

Registration Statement on Form 20-F

Filed April 12, 2012

File
No. 001-35505

Dear Ms. Ayoola:

 On
behalf of our client, Brookfield Property Partners L.P. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in its letter of May 11, 2012 (the “Comment Letter”) to Steven Douglas with respect to the Company’s Registration Statement on Form 20-F (the “Registration Statement”).

On the date hereof, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”)
incorporating the revisions described herein. To assist the Staff in reviewing this letter, we will separately deliver to you, by hand, four copies of this letter, along with four marked copies of Amendment No. 1 showing changes against the
Registration Statement. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

 To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter in bold text and have provided the Company’s responses immediately
following each numbered comment. Unless otherwise noted, page references in the text of this letter correspond to the pages in Amendment No. 1. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in
Amendment No. 1.

 The following are the Company’s responses to the Comment Letter:

Form 20-F

 General

1.
Please limit the amount of cross-references you use, especially if you are referring the reader to multiple pages of text for the information needed to respond to
the question asked. For example, please provide in Items 5.D, 6.D and 8.B concise, focused discussions in response to the information requested for these items in Form 20-F rather than referring the reader to another part of the prospectus.

 Response.

 The Company has revised the disclosure throughout to limit the number of cross-references.

2.
We note your disclosure on page 3 that your “same store analysis” compares the performance of the property portfolio adjusted for the effect of current and
prior year dispositions and acquisitions, one-time items and foreign exchange. We also note the disclosure on page 60 that you evaluate the performance of management using a “same store analysis.” Please clarify whether NOI is solely
presented on a same-store basis and tell us what types of “one-time items” are factored in. We may have further comments.

 Response.

 The Company has revised the disclosure on pages 3 and 66 to
clarify the definition of NOI.

3.
We note your references on page 43 and 45 to Appendix A to the Form 20-F. We are unable to locate this appendix. Please revise your disclosure to include such
appendix or advise.

 Response.

The Company has revised the disclosure on pages 46 and 50 to remove references to Appendix A.

4.
You disclose on page 7 that the Property Partnership, the Holding Entities and your operating entities are legally distinct from your company and some of them are
restricted in their ability to pay dividends and distributions or otherwise make funds available to your company pursuant to local law, regulatory requirements and their contractual agreements. Please tell us what consideration you gave to the
amount of your restricted net assets and how you complied with the requirements of Rule 5-04 of Regulation S-X for Schedule I. Please also tell us how your footnote disclosures comply with paragraph 41(d) of IAS 27 and paragraph 37(f) of IAS 28.

 Response.

 The Company has revised the disclosure on page 8.

 The Company determined that as
of December 31, 2011, the restricted net assets of its consolidated subsidiaries were less than 25% of consolidated net assets and, accordingly, the Company is not required to prepare Schedule 1 under the requirements of Rule 5-04 of Regulation
S-X.

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 The Company advises the Staff that it has determined that there are no significant
restrictions on the ability of subsidiaries and associates included in the Commercial Property Operations of Brookfield Asset Management to transfer funds to the Company in the form of cash dividends or to repay loans or advances that require
disclosure under paragraph 41(d) of IAS 27 and paragraph 37(f) of IAS 28.

 Overview of our Business, page 37

5.
We note your disclosure on page 38 where you state that you hold interests in an 18 million square foot office development pipeline and a $350 million retail
redevelopment pipeline. Here and elsewhere, where you have similar disclosure, please revise your disclosure to provide the anticipated completion date, costs incurred to date and budgeted costs. In addition, please clarify if this development
pipeline includes the five development projects referenced on page 64. For completed developments, please disclose development costs per square foot.

 Response.

 The Company has revised the disclosure on pages 49 and 53 and
elsewhere to provide additional detail with respect to its development and redevelopment pipelines.

 Competitive Strengths, pages 39
– 40

6.
We note that you intend to make quarterly cash distributions in an initial amount currently anticipated to be approximately $1.00 per unit on an annualized basis,
which initially represents an estimated dividend yield of approximately 4% of IFRS Value. We also note that you will target an initial pay-out ratio of approximately 80% of FFO. With a view toward disclosure, please provide us with the basis for
your dividend projection to support how you determined that you have sufficient cash available to pay the dividend. Also, revise to balance your disclosure to state that any distributions are not guaranteed and describe the risks that could impact
such distributions.

 Response.

The Company advises the Staff that it has established the initial distribution level, and the targeted distribution growth rate, based on
its projections for the amount of FFO that will be generated by the Company in the short to medium term. The projections were generated through analyzing the total underlying operating cashflows of all the investments held in the Company considering
in- place revenue streams and capital investment plans. The Company’s entitlement to the underlying cashflows in the operating entities were then weighed against reinvestment opportunities within those entities to determine the appropriate
balance between distributions and reinvestment and the most appropriate allocation of capital and financing to maximize risk adjusted returns.

 The Company is not a passive investor and typically holds positions of control or influence over assets in which it invests, enabling it to influence the distributions from those assets. In cases
where potential operating cashflow distributions are deferred in the

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operating platforms in favor of reinvestment, distributions from the operating entities may be less than the Company’s entitlement, requiring the Company to finance, in the short term,
payment of its distributions to facilitate reinvestment.

 To finance this reinvestment and maintain distributions at a level
reflective of the underlying total operating cashflow, there are a number of alternatives to maintain the Company’s distribution level that are described in further detail in the Registration Statement, including (a) using borrowings under
the $500 million credit facility the Company expects to enter into with Brookfield prior to the completion of the spin-off and any other credit facility that the Company may enter into in the future, (b) the General Partner of the Property
Partnership electing to accrue and/or waive distributions to be made in respect of the Redemption Exchange Units of the Property Partnership that are to be held by Brookfield in accordance with the Property Partnership’s limited partnership
agreement, (c) the payment of all or a portion of the fees owed to the Managers pursuant to the Management Services Agreement through the issuance of units of the Company and/or limited partnership units of the Property Partnership,
(d) the payment of any equity enhancement distributions to the Property Partnership’s general partner through the issuance of Redemption Exchange Units, and (e) utilizing capital returned from the Company’s diversified asset base
where reinvestment opportunities are determined to be less attractive.

 The Company has revised the disclosure on page 42 to
state that distributions are not guaranteed and to describe the risks that could impact distributions.

 Development of Our Business,
page 40

7.
We note your disclosure on page 41 regarding the estimated compound annual return (IRR) of approximately 15.4% from 1989 through December 31, 2011. We further
note this IRR was determined using the value of Brookfield’s investments in commercial property as of December 31, 2011 “(which includes valuations of unrealized investments that are based on assumptions management believes are
reasonable), compared to the aggregate equity investments made in such commercial property and includes all net proceeds generated by these investments.” Please more specifically tell us how you calculated this amount, clarify whether this
amount reflects any management fees and describe the assumptions management believes are reasonable.

Response.

The Company advises the Staff that Brookfield has invested $17.3 billion into commercial property since 1989 on its own behalf and on
behalf of the entities it manages (for example, funds). The compound annual return of 15.4% through December 31, 2011 has been calculated as the composite of internal rates of return for its investments, or IRR, that equates the present value
of all cash outflows with the cash inflows. The IRR takes into account:

•

 Cash outflows: Initial equity investment including deal related costs, subsequent follow-on investments, and significant capital expenditures.

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•

 Cash inflows: Net proceeds that have been realized from the investment over time, which includes net rental income/losses and proceeds from assets
sales (for realized or partially realized investments) less associated operating, financing and other costs (for example, maintenance and repairs).

•

 Valuations of unrealized investments as of December 31, 2011, which reflect the fair values of each investment at that date.

•

 Foreign exchange: When determining cash flows for transactions denominated in foreign currencies (i.e. other than US Dollars), the exchange rate which
prevailed on the date the transaction took place has been used. Unrealized values denominated in foreign currencies have been converted at the period-end (i.e. December 31, 2011) rate.

The Company has revised the disclosure on page 43 to describe the relevance of management fees in calculating IRR and to describe the
assumptions used by management in preparing such calculation.

 Operating Platforms, page 42

8.
We note the chart on page 43 referencing the “In-place Market Net Rent” and “Our In-place Net Rent.” Please explain how you calculate each of
these amounts and whether “Our In-place Net Rent” accounts for tenant concessions or abatements and quantify such amounts. In addition, please explain why you have excluded office assets held within your opportunistic investment platform
and quantify the portion of your office assets that such opportunistic investments represent.

Response.

The Company has revised the disclosure to change the term “Our In-place Net Rent” to “Average In-place Net Rent” for
the office segment and “Average In-Place Rents” for the retail segment on pages 46 and 75 and elsewhere where there is similar disclosure. Average In-place Net Rent for our office segment is calculated as the annualized cash rent
receivable from leases on a per square foot basis including tenant expense reimbursements, less operating expenses being incurred for that space, but excluding the impact of straight-lining rent escalations or amortization of free rent periods.
Average In-Place Rent, for our retail segment, is calculated on a cash basis and consists of base minimum rent, plus reimbursements of common area costs, and real estate taxes. In addition, the Company has revised its disclosure to include tenant
improvements and leasing cost, per square foot, related to the office leasing activity for the period presented (pages 76 and 90) and tenant allowances for the retail leasing activity for the period presented (pages 79 and 93).

The Company advises the Staff that, as indicated in the footnotes within the chart on page 46, the Company’s opportunistic investment
platform is excluded. The opportunistic investments predominantly consist of interests in distressed and under-performing real estate assets. As such, Average In-place Net Rents of the opportunistic investments are not necessarily indicative of
their performance, and are not comparable to either the Company’s core office assets’ Average In-place Net Rent or Market Net Rents. In addition, as of March 31, 2012 the total office assets within the opportunistic investments platform
(approximately $200 million) represents 1.6% of the Company’s total IFRS Value and 3.0% of the Company’s total office IFRS Value and therefore are not material to an understanding of the Company’s office assets.

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9.
We note your statement on page 1 that all operating and statistical information is presented as if you own 100% of each property in your portfolio. We also note the
disclosure in the tables regarding your proportionate interest in the assets before considering minority interests and your proportionate interest in those assets net of minority interests. Please revise throughout to clarify, if true, that the
proportionate interests net of minority interests represents your economic interests in the properties and explain the relevance of the proportionate interest in the assets before considering the minority interests.

Response.

The Company has revised the disclosure on pages 46 and 52 to address the relevance of presenting property information (i) as if the
Company owns 100% of the underlying property, (ii) on a proportionate basis and (iii) on a proportionate basis net of minority interests.

10.
Please revise the lease expiration tables on page 44 and page 47 to include the number of tenants whose leases will expire, the annual rental represented by such
leases, and the percentage of gross annual rental represented by such leases.

 Response.

The Company discloses the lease expiry profile of its office segment on page 49 and retail segment on page 53 on a square footage
basis. The Company advises the Staff that it manages its leasing and monitors expiries based on square footage rather than number of tenants as its properties can generally be subdivided to accommodate a varying number of
tenants. Therefore the Company believes that square footage provides a more meaningful metric for investors to understand our office and retail platforms.

 The Company advises the staff that, due to differences in the contractual terms of leases between the office and retail segments, it focuses on a different rental measure in each
segment. In the office segment, the Company manages on the basis of net rents (“In-place Net Rents”) as the leases in this segment typically include base year costs and provide for escalation over the term of the leases. In the
retail segment, due to the nature of the retail business, the lease terms are more varied, including a mix of gr