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CORRESP
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CORRESP

 February 1, 2013

Via Federal Express and EDGAR

Ms. Jennifer Gowetski

 Senior Counsel

 Securities and Exchange Commission

100 F Street, N.E.

 Mail Stop 4631

Washington, DC 20549

Re:
Brookfield Property Partners L.P.

 Amendment No. 5 to Registration Statement on Form 20-F

 Filed
December 13, 2012

 File
No. 001-35505

 Dear Ms. Gowetski:

 On behalf of our client, Brookfield Property Partners
L.P. (the “Company”), we are responding to comments numbered 4 through 13 set forth in the comment letter dated January 10, 2013 (the “Comment Letter”) of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) addressed to Steven Douglas with respect to the Company’s Amendment No. 5 (“Amendment No. 5”) to the Registration Statement on Form 20-F (the
“Registration Statement”). Responses to comments numbered 1 through 3 set forth in the Comment Letter have been provided to the Staff by K&L Gates LLP under separate cover.

On the date hereof, the Company is filing Amendment No. 6 to the Registration Statement (“Amendment No. 6”)
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. 6 showing changes against
Amendment No. 5. 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. 6. Capitalized terms used herein and not otherwise defined herein shall have the meanings set
forth in Amendment No. 6.

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

Form 20-F

 General

4.
“We note Brookfield Asset Management’s earnings call on November 9, 2012. In particular, we note the statement by Brian Lawson, CFO of Brookfield
Asset Management, in reference to Brookfield Property Partners that: “Until investors have time to share our vision of where we are going to take this business, we have decided to pay out a larger amount of initial cash flow that we might
normally distribute to shareholders. This should ensure that even in the early stages of the launch of the company, we will find an attractive shareholder base.” We further note the disclosure on page 45 that you have established the initial
distribution level and targeted distributions growth based on your projections for the amount of FFO that will be generated by you in the short to medium term. Finally, we note the disclosure toward the bottom of page 45 that your proposed
distribution amounts are significantly greater than your projected cash flow from operations. Please revise this section and the risk factor section to reconcile these statements.

Response.

 While the Company believes Mr. Lawson’s statements were harmonious with the disclosure in the Registration Statement, the Company understands the Staff’s concerns and has clarified its
disclosure on pages 45 and 46.

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5.
We note that you no longer use the title “IFRS Value” to refer to your equity in net assets attributable to parent company; however, it does not appear
that you applied this change consistently throughout your document (e.g., on page 9 and 43). Please further revise or advise.

 Response.

 The Company has revised its disclosure in the
Registration Statement to remove all references to “IFRS Value”.

 Risk Factors, page 8

6.
We note your risk factor on page 8 that you rely on the property partnership and, indirectly, the holdings entities and your operating entities to provide you with
the funds necessary to pay distributions and meet your financial obligations. We further note your risk factor on page 21 that Brookfield will exercise substantial influence over you.

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This structure appears to be similar to pyramid control companies. Please revise your risk factor disclosure to specifically describe the risks relating to pyramid
control companies, including but not limited to (i) separation of economic interests from control, (ii) the ability to incur debt at multiple levels, and (iii) the ability to transfer assets at non-arms-length values.

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We note your disclosure on page 191 that the BPY General Partner has sole authority to determine whether you will make distributions and the amount of timing of
these distributions. Please revise your risk factor disclosure to describe the risks associated with the incentive to increase the dividend payout in light of the fee structure, including the equity enhancement and incentive distributions.

 Response.

 In response to the first bullet point above, the Company has added a new risk factor on page 10 to describe the risks commonly associated with pyramid control companies.

In response to the second bullet point above, the Company has revised its risk factor disclosure on page 24 to describe the risks
associated with the incentive to increase the dividend payout in light of the fee structure, including the equity enhancement and incentive distributions.

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 Operating Platforms, page 48

7.
We note the tables presented on pages 50 and 54 and your response to our prior comment 4 in your letter to us dated August 6, 2012. We also note that you now
present the Redemption-Exchange Units as non-controlling interest in the pro forma financial statements. Since this table is intended to reflect your economic interests in the underlying properties, please revise to include a pro forma column net of
non-controlling interests that properly reflects the assets that will be directly attributable to your company.

 Response.

 The Company has revised these tables on pages 51 and 56 to
include a pro forma column net of non-controlling interests.

8.
We note your disclosure regarding the properties in your operating platforms. To the extent that such properties are not consolidated in your financial statements,
please revise to disclose these properties separately and highlight the differences in your control over these properties. For example only, we note the disclosure on page 53 and the table on page 54 regarding the retail properties, which appear to
include all of retail assets of GGP inside the United States.

 Response.

The Company has revised its disclosure to highlight the differences between the properties that are consolidated in its financial
statements and those that are equity accounted.

 Item 5. Operating and Financial Review and Prospects, page 67

9.
We note your description of your performance measures at the beginning of your discussion of operating results and your presentation of these measures for the
company as a whole as well as on a segment basis in the tables on pages 73, 74, and 89. We also note that the measures presented for the company as a whole are non-IFRS measures since they are not required to be disclosed by IFRS. In this regard,
please clearly identify the measures as non-IFRS.

 Response.

The Company has revised its disclosure in the Registration Statement to clearly identify all non-IFRS measures.

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10.
Please move the tables that include the non-IFRS measures for the company as a whole after the discussion and analysis of segments.

Response.

 The Company has moved the tables that include the non-IFRS measures for the Company after the discussion and analysis of segments.

11.
We note that your current MD&A analysis focuses on your segment performance measures and provides in depth analysis of these measures. We also note that you have
only provided a high level overview of the highlights of your consolidated operating results. In this regard, please note that segment analysis should be used to supplement your discussion and analysis of the line items presented within your audited
financial statements and to assist a reader to understand the consolidated amounts, but it should not replace or obscure a discussion and analysis of the specific financial statement line items utilized within your consolidated statement of
operations. The underlying reasons for the change in each line time of the statements of operations should be clearly and thoroughly discussed. For example, we note that your NOI segment performance measures encompass the financial line items
commercial property revenue, hospitality revenue, direct commercial property expense, and direct hospitality expense. The in-depth analysis you provide of the factors that caused fluctuations in your NOI should address separately each of the
financial line items that make up NOI. Furthermore, the discussion of these factors and line items should be included within your discussion of your consolidated results of operations with additional supplemental non-duplicative segment analysis, as
necessary. Please revise accordingly.

 Response.

That Company has revised the Registration Statement to expand its MD&A analysis with respect to its consolidated operating results.

12.
Further to our above comment, since you include a discussion and analysis of your segment performance measures, you should also include a complete discussion of the
reconciling items that are not allocated to each of the segment performance measures. For example, we note that depreciation and amortization of real estate assets is excluded from NOI, but included in your calculation of Total Return, fair value
gains on your share of equity accounted income is excluded from your calculation of FFO, but included in your calculation of Total Return, and income tax expense is excluded from any of your segment performance measures. Please revise as necessary
and refer to Question 104.02 of our Non-GAAP Interpretations.

 Response.

The Company has revised its MD&A analysis on a consolidated basis to address the items included in the consolidated IFRS measures.
Accordingly, the Company has revised its segment performance and analysis to discuss each segment’s performance measures.

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 Commercial Property Operations of Brookfield Asset Management, Inc.

Note 7 – Equity Accounted Investments, Page F-22

13.
We have considered your response to comment seven and note that the carrying value of the investment in GGP at December 31, 2011 was 40% above the fair value of
the common stock of GGP owned, based on the publicly traded price of GGP’s common stock as of December 31, 2011. Please tell us how you assessed this difference when determining whether there was any objective evidence that your investment
may be impaired, since this appears to be a potential impairment indicator. If an impairment test was performed, please tell us in sufficient detail how you determined that no impairment existed. Your response should also discuss and highlight the
various factors that would contribute to such a significant difference between the IFRS fair value of your interest in GGP’s investment property and the fair value of your common stock in GGP. Please expand your disclosure to discuss your
consideration of impairment; if an impairment test was performed, disclose the significant assumptions relied upon to determine that no impairment existed.

 Response.

 The Company advises the Staff that its investment in General
Growth Properties Inc. (“GGP”) is accounted for in accordance with the equity method under International Accounting Standard (“IAS”) 28, Investments in associates (“IAS 28”). At each period end, the Company
reconciles GGP’s statutory results prepared in accordance with generally accepted accounting standards in the United States of America (“US GAAP”) to International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) and records its share of GGP’s comprehensive income, as determined in accordance with IFRS, within its financial statements. This includes the Company’s share of GGP’s
unrealized fair value gains (losses) in respect of investment property, which is determined in accordance with the Company’s accounting policy for valuation of investment properties. For greater clarity the Company notes that the carrying value
of its equity method investment in GGP consists of the original cost of the investment plus the Company’s share of the earnings of GGP, determined in accordance with the Company’s accounting policies under IFRS, less distributions received
from GGP. Accordingly, the net increase in the carrying value of the Company’s investment in GGP since its original acquisition is due to our share of GGP’s IFRS net earnings, including the cumulative unrealized fair value gains arising
from the fair value increases in the underlying investment properties.

 The Company considered the guidance in IAS 28 which
prescribes the requirements relating to the assessment of impairment. Paragraph 31 of IAS 28 requires the Company to consider the guidance in IAS 39 to determine if there are indicators of impairment. If such indicators are identified, IAS 28
requires the Company to perform an impairment analysis in accordance with IAS 36, Impairment of Assets (“IAS 36”). IAS 28.33 states:

 Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognised, it is not tested for impairment separately by applying the
requirements for impairment testing goodwill in IAS 36 Impairment of Assets. Instead, the entire carrying amount of the investment is tested for impairment in accordance with IAS 36 as a single asset, by comparing its recoverable
amount (higher of value in use and fair value less costs to sell) with its carrying amount, whenever application of the requirements in IAS 39 indicates that the investment may be impaired. An impairment loss recognised in those
circumstances is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment in the associate. Accordingly, any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent
that the recoverable amount of the investment subsequently increases. In determining the value in use of the investment, an entity estimates:

 a.     its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate
and the proceeds on the ultimate disposal of the investment; or

 b.     the present value of
the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

 Under appropriate assumptions, both methods give the same result. [emphasis in bold added]

 Therefore, the Company advises the Staff that as the first step, it applied IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”) paragraph 59 to assess whether
there was any objective evidence of impairment through evaluation of the various impairment indicators as of December 31, 2011.

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 Specifically the Company evaluated the following indicators under paragraph 59 of IAS 39
(indicators in italics font for ease of reference) to determine whether objective evidence of an impairment existed:

a.
significant financial difficulty of the issuer or obligor:

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 Conclusion: Not an indicator

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 GGP has recently emerged from bankruptcy proceedings in November 2010 resulting from a plan of reorganization and recapitalization including
implementing new management and governance structure; also of positive impact is the fact that through the bankruptcy proceedings GGP refinanced its debt at significantly lower levels of interest rates approximating 75 basis points on $4.2 billion
of debt as of December 31, 2011;

b.
a breach of contract, such as a default or delinquency in interest or principal payments: