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CORRESP
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CORRESP

 August 6, 2012

 Via Federal Express and EDGAR

 Ms. Jennifer Gowetski

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.

Amendment No. 1 to Registration Statement on Form 20-F

 Filed June 12, 2012

 File
No. 001-35505

Dear Ms. Gowetski:

 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 July 12, 2012 (the “Comment Letter”) to Steven Douglas with respect to the Company’s Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form 20-F (the
“Registration Statement”).

 On the date hereof, the Company is filing Amendment No. 2 to the
Registration Statement (“Amendment No. 2”) 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. 2 showing changes against Amendment No. 1. 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 Company’s responses correspond to the pages in Amendment No. 2. Capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

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

 Form 20-F

 General

1.
 We note your response to comment 2 of our comment letter dated May 11, 2012 and the revised disclosure on pages 3 and 66 that NOI means
revenues from operations of consolidated properties less direct operating expenses, which exclude general and administrative expenses that do not relate directly to operations of a commercial property. Please explain what you mean by general and
administrative expenses

that do not relate directly to operations of a commercial property and provide examples, as applicable. In addition, please clarify what percentage of direct operating expenses these general
and administrative expenses comprise.

 Response.

On page 3, the Company defines NOI as “revenues from operations of consolidated properties less direct operating costs, which
include all expenses attributable to the commercial property operations, such as property maintenance, utilities, insurance, realty taxes and property administration costs, and exclude interest expense, depreciation and amortization, income taxes,
fair value gains (losses) and general and administrative expenses that do not relate directly to operations of a commercial property.”

 In accordance with this definition, direct operating costs includes administration costs incurred at the property level for costs such as management salaries and benefits, professional fees and office
expenses incurred at the property level. The general and administrative expenses that do not relate directly to operations of a commercial property are presented as General and administrative expense in the Company’s financial statements. These
represent corporate level costs of the Company’s operating subsidiaries which are not directly related to property operations and which are principally comprised of corporate salaries and benefits, professional fees and other office expenses.

 The Company advises the Staff that it evaluates general and administrative expenses separately from the direct operating
costs included in NOI because, among other things, direct operating costs generally increase proportionally with additions to the Company’s consolidated investment properties whereas general and administrative expenses are not directly impacted
by changes in the portfolio. Although the Company does not generally perform comparisons of general and administrative expenses to direct operating costs, the Company advises the Staff that for the year ended December 31, 2011, general and
administrative expense of $84 million (which is set forth on page F-5) represented only 7.76% of direct operating expenses of $1,082 million (which is set forth on page F-30).

 Overview of Our Business, page 38

2.
We note your response to comment 5 of our letter dated May 11, 2012 and the revised disclosure on pages 49 and 69 that 17 million square feet of the
18 million square feet in your office development pipeline are at varying points of planning. We further note that you are commencing work to build the necessary foundations on the Manhattan West site and that commercial office development
activities are focused on five projects comprising approximately 9 million square feet. We continue to believe that you should revise your disclosure to provide the costs incurred to date, budgeted costs and estimated completion dates. Please
revise accordingly.

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 Response.

 The Company has revised its disclosure on page 49 to provide costs incurred to date, development costs and the planned construction period.

 Competitive Strengths, pages 41 – 42

3.
We have considered your response to comment 6 of our letter dated May 11, 2012 and your revised disclosures on page 42. Please further support your basis for
determining that you have sufficient cash available to pay the expected distribution over the next twelve months and clarify the amount of the distribution. In this regard, please provide us with a supplemental cash flow analysis which addresses
your current cash position, pro forma cash flows, and projected cash flows. Tell us the significant assumptions used in your projections for the next twelve months, including adjustments to revenues, expected capital expenditures, other significant
cash commitments and your expectations regarding distributions from operating entities that may be less than your entitlement. Also, revise your disclosure to briefly discuss your basis for the dividend projection and your alternatives for
maintaining the expected distribution levels as outlined in your response.

 As noted on page PF-10,
Brookfield will provide $15 million of working capital to the Holding Entities by subscribing for preferred shares. As a result it is expected that the opening deconsolidated cash balance for the Property Partnership will be $15 million.

Below is a projected pro forma cash flow for the remainder of 2012 assuming completion of the reorganization and spin off in the third
quarter and the full year ended December 31, 2013.

 (US$ in Millions)

Projected
Cash Flow
Through
Dec. 31, 2013

 Opening cash balance

$
 15

 Subsidiaries

 Operating cash flow from direct investments

68

 Cash flow from asset sales of direct investments, net of debt repayment

534

 Dividends from subsidiaries

321

 Contributions / Distributions from private fund investments

(183
)

 Corporate

 Corporate interest expense

(54
)

 Management and administrative fees

(72
)

 Dividends to shareholders

(581
)

 Closing cash balance

$
 48

 Undrawn corporate revolver

500

 Total Liquidity

$
548

 The Company advises the Staff that over the course of the remainder of 2012 and 2013, the Company
estimates that its subsidiaries will generate over $740 million in cash that is expected to be distributed to the Company. This includes asset sales, net of debt repayment of $534 million, dividends of $321 million from its interest in Brookfield

 - 3 -

Office Properties, General Growth Properties and Rouse Properties and $68 million from operating cash from directly held investments. This is offset by net contributions of $183 million to
private fund investments. The Company projects that of the $740 million generated, approximately $126 million will be used to pay interest expense, management fees and administrative costs, and approximately $581 million will be distributed to
unitholders of the Company through quarterly cash distributions, leaving the Company with $548 million of liquidity which includes $500 million of an undrawn corporate credit facility with Brookfield.

In addition to the estimated cash generated by operations as discussed above, the Company estimates that it expects to effectively
reinvest over $750 million in its operating entities through December 31, 2013 (such amount being the Company’s proportionate interest in FFO of its operating entities that is not being distributed to the Company). Because the Company either
controls or has significant influence over these operating entities, the amount of FFO that may be distributed to the Company could be increased.

 The Company has revised its disclosure on page 42 to include an explanation for the basis for the dividend projection and the alternatives available to the Company for maintaining the expected
distribution levels.

 Operating Platforms, page 44

4.
We note your response to comment 9 of our letter dated May 11, 2012 and your updated disclosures on pages 46 and 52. You disclose that the proportionate
interest in the assets net of minority interests represents your economic interest in the underlying property; however, footnote (3) in the tables on pages 47 and 52 notes that you have not applied the minority interest of the Property
Partnership to the data. Please explain; based on the organizational chart on page 60, it appears that your company will only receive 10% of the economic interest in the Property Partnership. Please revise accordingly.

Response.

 As noted in the response to comment 18 below, the Redemption-Exchange Units have been determined to be a component of Partnership Equity in the pro forma financial statements of the Company rather than a
non-controlling interest in the Property Partnership. The Company advises the Staff that it has updated the footnotes to the tables on pages 47 and 51 to remove the reference to minority interest in the Property Partnership.

Opportunistic Investment Platform, page 55

5.
We note your response to comment 13 of our comment letter dated May 11, 2012 where you state that you have revised your “disclosure on page 81 to include
the additional information on [your] approach to managing credit risk.” We are unable to find the revised disclosure. Please revise or advise.

 The Company has further revised its disclosure on page 82 to clarify how it evaluates the credit quality of its loan portfolio.

 - 4 -

6.
We note your response to comment 14 of our comment letter dated May 11, 2012 and the revised table reflecting a summary of loans and notes. Please revise to
provide more detailed information that avoids broad ranges of interest rates and maturity.

 The Company has
revised its disclosure on page 81 to include the weighted average maturity and interest rate of the loan portfolio by asset class.

Organization Structure, page 60

7.
We note footnote (4) on page 61 that states all the percentages listed represent your economic interest in the applicable entity or group of assets, which may
not be the same as your voting interest in those entities and groups of assets. Please revise to provide your voting interest in those entities and groups of assets.

Response.

 The Company has revised its disclosure on page 60 to include its voting interest in the applicable entity or group of assets.

 Performance Measures, pages 66 – 67

8.
We note your references to NAREIT definition of FFO on pages 3 and 67. We also note that NAREIT FFO is based on US GAAP, but that you report under IFRS. Please
tell us whether your definition is based on any other industry-recognized measure, such as EPRA Earnings or REALpac FFO. We may have further comments.

 Response.

 As disclosed on pages 3 and 66, the Company’s definition
of Funds from Operations (“FFO”) includes all of the adjustments that are outlined in the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO as well as certain adjustments not specifically included
in the NAREIT definition that arise as a result of reporting under IFRS and adjustments related to income taxes that arise because certain of the Company’s subsidiaries are structured as corporations as opposed to real estate investment trusts.

 The Company defines FFO based on the NAREIT definition of the measure as it believes NAREIT’s definition is the mostly
widely used of the industry-recognized measures and the most relevant in comparing the Company against comparable entities in the industry.

 - 5 -

 Financial Highlights and Performance as at March 31, 2012 and December 31, 2011 and the
three months ended March 31, 2012 and 2011, page 70

 Operating Results – Retail, page 78

9.
You disclose that the decrease in FFO in the United States is due to the inclusion of a portion of GGP’s 2010 results in the first quarter of 2011 due to a
catch up following the recapitalization in November 2010. Please explain what led to this ‘catch up’ and your basis for the accounting treatment in 2011. Also, quantify the total financial impact of the catch up.

 Response.

 Brookfield Asset Management acquired its interest in GGP in November 2010 and began accounting for GGP under the equity method at that time. GGP reports its financial results following U.S. GAAP and
Brookfield Asset Management utilizes IFRS. As a result, Brookfield Asset Management is required to reconcile GGP’s U.S. GAAP financial results to IFRS for its purposes.

 Brookfield Asset Management estimated GGP’s IFRS net income for the period from November 2010 to December 31, 2010 and included an amount in its December 31, 2010 net income. Subsequent to filing its
December 31, 2010 annual report, Brookfield obtained all required information to finalize its U.S. GAAP to IFRS reconciliation for GGP and determined that its original estimate was $11 million of FFO and $5 million of net income less than the final
amount. Accordingly, Brookfield included the $11 million of FFO and the $5 million of net income in its March 31, 2011 interim report, which related to its proportionate share of GGP’s IFRS net income earned during the period of November 2010
to December 31, 2010. These additional amounts were referred to as a “catch up”.

 The company determined that there
were no qualitative or quantitative considerations that would cause the error to be material for either its December 31, 2010 or its December 31, 2011 annual reports. The Company believes that the error in the December 31, 2010 financial statements
and its subsequent correction in the December 31, 2011 financial statement would not change the judgment of a reasonable person relying upon the Company’s financial statements.

 Critical Accounting Policies, Estimates and Judgments, page 104

 Investment
Properties, page 104

10.
We note your response to comment 22 of our letter dated May 11, 2012 and your revised disclosures. We also note that disclosure on page 120 of the 2011 Annual
Report of Brookfield Asset Management, Inc. filed as Exhibit 99.2 in its 2011 Form 40-F states that over 35% of the company’s reported amount of investment property as of December 31, 2011 was based on external valuations. Please reconcile
this disclosure with your statements regarding external valuations since your financial statements were carved-out from the financial statements of Brookfield Asset Management, Inc.

Response.

 The disclosure in the Company’s carve-out financial statements applies to the investment properties contributed to the Company that are presented in Brookfield Asset Management’s financial
statements. The Company’s carve-out financial statements also include additional detail on the application of Brookfield Asset Management’s policy for valuing investment properties in the carve-out financial statements as it b