SecProbe.io

<DOCUMENT>
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 June 5, 2025

Nicholas Goodman
President and Chief Financial Officer
Brookfield Corporation
Brookfield Place
181 Bay Street, Suite 100
Toronto, Ontario, Canada M5J 2T3

 Re: Brookfield Corporation
 Form 40-F for the Fiscal Year Ended December 31, 2024
 File No. 001-15160
Dear Nicholas Goodman:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 16, 2025

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission
100 F Street, N.E.

 Washington, D.C., 20549

 Attention: Division of Corporation Finance, Office
of Real Estate & Construction (the "Staff")

 Re: Brookfield Corporation - Form 40-F for the
Fiscal Year Ended December 31, 2024 (File No. 001-15160)

 Thank you for your comment letter dated May 7,
2025 in connection with the above-referenced Form 40-F (the "40-F") of Brookfield Corporation, filed with the Securities and
Exchange Commission (the "Commission") on March 24, 2025. For your convenience, we have reproduced your comment below in
italics and you will find our response below your comment. Capitalized terms used but not defined in this letter have the respective meanings
given to them in the 40-F.

 1. Reference is made to the table of reportable segment measures disclosed on page 151. We note you disclose
external and inter-segment/other revenue amounts by segment for fiscal years 2024 and 2023. Please tell us your consideration for disclosing
other specified amounts pursuant to guidance outlined within paragraph 23 of IFRS 8.

 We respectfully acknowledge the Staff's
comment and advise the Staff that while revenue and intersegment revenue information was included in our segment disclosure in accordance
with paragraphs 23(a) and 23(b) of IFRS 8, income and expense line items of the nature contemplated by paragraphs 23(c) through 23(i)
of IFRS 8 were either specified amounts not included in the respective segment profitability measure and were not regularly reviewed by
or provided to our chief operating decision maker, or alternatively, were not included as we took the time necessary to evaluate the impacts
of the IFRS Interpretation Committee's (the "Committee") July 2024 agenda decision IFRIC Agenda Decision – Disclosing
Revenue and Expenses for Reportable Segments (the "IFRIC agenda decision"). Making the judgments discussed by the Committee,
while also considering both the core principle of IFRS 8 Operating Segments and the definition of materiality in IAS 1 Presentation of
Financial Statements, presents inherent complexities in our circumstance given the fact that different measures of profitability are used
by our chief operating decision maker across our operating segments and the relevant line items included in their determination are inconsistent.
In Q1 2025, we completed our analysis of the IFRIC agenda decision and identified certain specified amounts contemplated by paragraph
23 of IFRS 8. We have included footnote disclosure to the tabular presentation of our profitability measures by segment in our interim
financial statements as at and for the three-month period ended March 31, 2025 filed with the Commission on Form 6-K on May 13, 2025,
which we will prospectively continue to include in future filings. We will also continue to evaluate the income and expenses that may
meet the requirements of paragraph 23 of IFRS 8.

 BROOKFIELD CORPORATION 181 Bay Street, Toronto, Ontario, M5J2T3 brookfield.com

 The presentation included in our interim financial
statements as at and for the three-month period ended March 31, 2025, is set forth below:

 c) Reportable Segment Measures

 AS AT AND FOR THE THREE
MONTHS ENDED MAR. 31, 2025 (MILLIONS)
 Asset
 Management 3
 Wealth
Solutions 2
 Renewable
 Power and
 Transition 4
 Infrastructure 4
 Private
 Equity 4
 Real Estate 5
 Corporate Activities 4
 Total
 Note

 External revenues
 $ 1,984
 n/a
 $ 1,846
 $ 5,625
 $ 6,977
 $ 1,464
 $ 48
 $ 17,944

 Inter-segment and other revenues 1
 1,388
 n/a
 3
 -
 13
 18
 (40 )
 1,382
 i

 Segmented revenues
 3,372
 n/a
 1,849
 5,625
 6,990
 1,482
 8
 19,326

 DE 1
 880
 430
 n/a
 n/a
 n/a
 n/a
 n/a
 n/a
 ii

 FFO
 n/a
 n/a
 141
 183
 142
 n/a
 (170 )
 n/a
 ii

 NOI
 n/a
 n/a
 n/a
 n/a
 n/a
 792
 n/a
 n/a
 ii

 Common equity
 17,266
 10,617
 4,308
 2,148
 1,917
 24,085
 (19,181 )
 41,160

 1.
 We equity account for our investment in Oaktree and include our share of the DE at our ownership of 73%. For segment reporting,
Oaktree's revenue is shown on a 100% basis. For the three months ended March 31, 2025, $716 million of revenue from our partner
managers was included in our Asset Management segment revenue.

 2. We equity account for our investment in BWS, and as such do not generate consolidated
external or inter-segment revenues.

 3. Included in the determination of DE of our Asset Management segment are direct costs
of $1.9 billion, other income and gains of $nil, and interest expense of $1.1 billion, prior to the elimination of inter-segment
and other amounts. For the three months ended March 31, 2025, $436 million of direct costs from our partner managers was included
in our Asset Management segment direct costs.

 4. Included in the determination of FFO are direct costs of $818 million, $3.1 billion,
$4.9 billion, and $29 million, other income and gains of $5 million expense, $378 million income, $214 million
income, and $nil, and interest expense of $515 million, $897 million, $828 million, and $179 million of our Renewable
Power and Transition, Infrastructure, Private Equity, and Corporate Activities segments, respectively, prior to the elimination of inter-segment
and other amounts.

 5. Included in the determination of NOI of our Real Estate segment are direct costs
of $1.1 billion, prior to the elimination of inter-segment and other amounts.

 Should the Staff have additional questions or
comments regarding the foregoing, please do not hesitate to contact the undersigned.

 Regards,

 /s/ Nicholas Goodman

 Nicholas Goodman

 President & Chief Financial Officer

 2

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<TEXT>
 May 7, 2025

Nicholas Goodman
President and Chief Financial Officer
Brookfield Corporation
Brookfield Place
181 Bay Street, Suite 100
Toronto, Ontario, Canada M5J 2T3

 Re: Brookfield Corporation
 Form 40-F for the Fiscal Year Ended December 31, 2024
 File No. 001-15160
Dear Nicholas Goodman:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
the comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 40-F for the Fiscal Year Ended December 31, 2024
Exhibit 99.2
Notes to the Consolidated Financial Statements
Note 3 Segmented Information, page 149

1. Reference is made to the table of reportable segment measures disclosed
on page
 151. We note you disclose external and inter-segment/other revenue
amounts by
 segment for fiscal years 2024 and 2023. Please tell us your
consideration for
 disclosing other specified amounts pursuant to guidance outlined within
paragraph 23
 of IFRS 8.
 May 7, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR AND E-MAIL

May 31, 2024

 Division of Corporation Finance

Office of International Corporate Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Corporation

Brookfield Finance Inc.

Brookfield Finance II Inc.

Brookfield Capital Finance LLC

Brookfield Finance II LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) plc

Registration Statements on Form F-10 and F-3

File Nos. 333-279601, 333-279601-01, 333-279601-02, 333-279602, 333-279602-01, 333-279602-02 and 333-279602-03

To Whom It May Concern:

 On behalf of
Brookfield Corporation, Brookfield Finance Inc., Brookfield Finance II Inc., Brookfield Capital Finance LLC, Brookfield Finance II LLC, Brookfield Finance (Australia) Pty Ltd and Brookfield Finance I (UK) plc (collectively, the
“Registrants”), enclosed is the final receipt issued by the Ontario Securities Commission with respect to the base shelf prospectus contained in the Registrants’ Registration Statements on Form F-10 and Form F-3 (File Nos. 333-279601, 333-279601-01,
333-279601-02, 333-279602, 333-279602-01, 333-279602-02 and 333-279602-03) (the “Registration Statements”). We
hereby request that the U.S. Securities and Exchange Commission (the “Staff”) declare the Registration Statements effective as of 4:30 p.m., New York time, on June 4, 2024, or as soon as possible thereafter.

If the Staff has any questions, please contact Christopher Bornhorst, Esq. of Torys LLP at (212)
880-6047. In addition, it would be appreciated if, as soon as the Registration Statements are declared effective, you would so inform Mr. Bornhorst and then send written confirmation to the addressees
listed on the cover of the Registration Statements.

Sincerely,

BROOKFIELD CORPORATION

By:

 /s/ Swati Mandava

Name: Swati Mandava

Title: Managing Director, Legal & Regulatory

BROOKFIELD FINANCE INC.

By:

 /s/ Patrick Taylor

Name: Patrick Taylor

Title: Vice President

BROOKFIELD FINANCE II INC.

By:

 /s/ Patrick Taylor

Name: Patrick Taylor

Title: Vice President

BROOKFIELD CAPITAL FINANCE LLC

By:

 /s/ Patrick Taylor

Name: Patrick Taylor

Title: Vice President

BROOKFIELD FINANCE II LLC

By:

 /s/ Patrick Taylor

Name: Patrick Taylor

Title: Vice President

BROOKFIELD FINANCE (AUSTRALIA) PTY LTD

By:

 /s/ Jonathon Sellar

Name: Jonathon Sellar

Title: Chief Executive Officer and Director

 [Signature Page to the Acceleration Request]

BROOKFIELD FINANCE I (UK) PLC

By:

 /s/ Connor Teskey

Name: Connor Teskey

Title: Chief Executive Officer and Director

 [Signature Page to the Acceleration Request]

Ontario

Commission des

22nd Floor

22e étage

Securities

valeurs mobilières

20 Queen Street West

20, rue queen ouest

Commission

de l’Ontario

Toronto ON M5H 3S8

Toronto ON M5H 3S8

 RECEIPT

Brookfield Corporation (formerly Brookfield Asset Management Inc.)

Brookfield Finance Inc.

Brookfield Capital Finance LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) PLC

Brookfield Finance II Inc.

Brookfield Finance II LLC

 This is the
receipt of the Ontario Securities Commission for the Shelf Prospectus (NI 44-102) of the above Issuer dated May 31, 2024 (the prospectus).

The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British
Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the
conditions of the Instrument have been satisfied.

 May 31, 2024

 Winnie Sanjoto

 Winnie Sanjoto

 Senior Vice President, Corporate Finance

Filing No.

06133890, 06133893, 06133895,

06133906, 06133909, 06133914,

06133916

Ontario

Commission des

22nd Floor

22e étage

Securities

valeurs mobilières

20 Queen Street West

20, rue queen ouest

Commission

de l’Ontario

Toronto ON M5H 3S8

Toronto ON M5H 3S8

 RECEIPT

Brookfield Finance Inc.

Brookfield Capital Finance LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) PLC

Brookfield Finance II Inc.

Brookfield Finance II LLC

Brookfield Corporation (formerly Brookfield Asset Management Inc.)

This is the receipt of the Ontario Securities Commission for the Shelf Prospectus (NI 44-102) of the
above Issuer dated May 31, 2024 (the prospectus).

 The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan. A receipt for the prospectus
is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

 May 31,
2024

 Winnie Sanjoto

 Winnie Sanjoto

 Senior Vice President, Corporate Finance

Filing No.

06133893, 06133895,

06133906, 06133909, 06133914,

06133916, 06133890

Ontario

Commission des

22nd Floor

22e étage

Securities

valeurs mobilières

20 Queen Street West

20, rue queen ouest

Commission

de l’Ontario

Toronto ON M5H 3S8

Toronto ON M5H 3S8

 RECEIPT

Brookfield Finance II Inc.

Brookfield Finance II LLC

Brookfield Corporation (formerly Brookfield Asset Management Inc.)

Brookfield Finance Inc.

Brookfield Capital Finance LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) PLC

 This is the
receipt of the Ontario Securities Commission for the Shelf Prospectus (NI 44-102) of the above Issuer dated May 31, 2024 (the prospectus).

The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British
Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the
conditions of the Instrument have been satisfied.

 May 31, 2024

 Winnie Sanjoto

 Winnie Sanjoto

 Senior Vice President, Corporate Finance

Filing No.

06133914, 06133916,

06133890, 06133893, 06133895,

06133906, 06133909

Ontario

Commission des

22nd Floor

22e étage

Securities

valeurs mobilières

20 Queen Street West

20, rue queen ouest

Commission

de l’Ontario

Toronto ON M5H 3S8

Toronto ON M5H 3S8

 RECEIPT

Brookfield Capital Finance LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) PLC

Brookfield Finance II Inc.

Brookfield Finance II LLC

Brookfield Corporation (formerly Brookfield Asset Management Inc.)

Brookfield Finance Inc.

 This is the
receipt of the Ontario Securities Commission for the Shelf Prospectus (NI 44-102) of the above Issuer dated May 31, 2024 (the prospectus).

The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British
Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the
conditions of the Instrument have been satisfied.

 May 31, 2024

Winnie Sanjoto

Winnie Sanjoto

Senior Vice President, Corporate Finance

Filing No.

06133895, 06133906, 06133909,

06133914, 06133916, 06133890,

06133893

Ontario

Commission des

22nd Floor

22e étage

Securities

valeurs mobilières

20 Queen Street West

20, rue queen ouest

Commission

de l’Ontario

Toronto ON M5H 3S8

Toronto ON M5H 3S8

 RECEIPT

Brookfield Finance II LLC

Brookfield Corporation (formerly Brookfield Asset Management Inc.)

Brookfield Finance Inc.

Brookfield Capital Finance LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) PLC

Brookfield Finance II Inc.

 This is the
receipt of the Ontario Securities Commission for the Shelf Prospectus (NI 44-102) of the above Issuer dated May 31, 2024 (the prospectus).

The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British
Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the
conditions of the Instrument have been satisfied.

 May 31, 2024

Winnie Sanjoto

Winnie Sanjoto

Senior Vice President, Corporate Finance

Filing No.

06133916, 06133890, 06133893,

06133895, 06133906, 06133909,

06133914

Ontario

Commission des

22nd Floor

22e étage

Securities

valeurs mobilières

20 Queen Street West

20, rue queen ouest

Commission

de l’Ontario

Toronto ON M5H 3S8

Toronto ON M5H 3S8

 RECEIPT

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) PLC

Brookfield Finance II Inc.

Brookfield Finance II LLC

Brookfield Corporation (formerly Brookfield Asset Management Inc.)

Brookfield Finance Inc.

Brookfield Capital Finance LLC

 This is
the receipt of the Ontario Securities Commission for the Shelf Prospectus (NI 44-102) of the above Issuer dated May 31, 2024 (the prospectus).

The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British
Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the
conditions of the Instrument have been satisfied.

 May 31, 2024

Winnie Sanjoto

Winnie Sanjoto

Senior Vice President, Corporate Finance

Filing No.

06133906, 06133909,

06133914, 06133916, 06133890,

06133893, 06133895

Ontario

Commission des

22nd Floor

22e étage

Securities

valeurs mobilières

20 Queen Street West

20, rue queen ouest

Commission

de l’Ontario

Toronto ON M5H 3S8

Toronto ON M5H 3S8

 RECEIPT

Brookfield Finance I (UK) PLC

Brookfield Finance II Inc.

Brookfield Finance II LLC

Brookfield Corporation (formerly Brookfield Asset Management Inc.)

Brookfield Finance Inc.

Brookfield Capital Finance LLC

Brookfield Finance (Australia) Pty Ltd

This is the receipt of the Ontario Securities Commission for the Shelf Prospectus (NI 44-102) of the
above Issuer dated May 31, 2024 (the prospectus).

 The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan. A receipt for the prospectus
is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

 May 31,
2024

Winnie Sanjoto

Winnie Sanjoto

Senior Vice President, Corporate Finance

Filing No.

06133909, 06133914, 06133916,

06133890, 06133893, 06133895,

06133906

CORRESP
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CORRESP

 VIA EDGAR AND E-MAIL

January 25, 2024

 Division of Corporation Finance

Office of Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Reinsurance Ltd.

Brookfield Corporation

Registration Statement on Form F-3

File Nos. 333-276533 and
333-276533-01

 To Whom It May Concern:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Reinsurance Ltd. and Brookfield Corporation hereby respectfully request that the effectiveness of the above referenced registration statement on Form
F-3 (File Nos. 333-276533 and 333-276533-01) be accelerated by the Commission so that it
may become effective at 4:00 P.M. Eastern Time on Monday, January 29, 2024.

 If the Staff of the Commission has any questions, please
contact Mile T. Kurta, Esq. of Torys LLP at (212) 880-6363 or mkurta@torys.com.

 Sincerely,

BROOKFIELD REINSURANCE LTD.

By:

 /s/ Lyndsay Hatlelid

Name: Lyndsay Hatlelid

Title: Managing Director

 BROOKFIELD CORPORATION

By:

 /s/ Swati Mandava

Name: Swati Mandava

Title: Managing Director, Legal and Regulatory

 [Signature Page to the Acceleration Request]

 - 2 -

CORRESP
1
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CORRESP

 VIA EDGAR AND E-MAIL

January 25, 2024

 Division of Corporation Finance

Office of Real Estate & Construction

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Corporation

Registration Statement on Form F-3

File No. 333-276534

To Whom It May Concern:

 Pursuant to Rule 461 of
the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Corporation hereby respectfully requests that the
effectiveness of the above referenced registration statement on Form F-3 (File No. 333-276534) be accelerated by the Commission so that it may become effective at
4:00 P.M. Eastern Time on Monday, January 29, 2024.

 If the Staff of the Commission has any questions, please contact Mile T. Kurta,
Esq. of Torys LLP at (212) 880-6363 or mkurta@torys.com.

Sincerely,

BROOKFIELD CORPORATION

By:

 /s/ Swati Mandava

Name: Swati Mandava

Title: Managing Director, Legal and Regulatory

 [Signature Page to the Acceleration Request]

 - 2 -

United States securities and exchange commission logo
January 24, 2024
Anna Knapman-Scott
Secretary
Brookfield Reinsurance Ltd., et al.
Ideation House, First Floor
94 Pitts Bay Road, Pembroke, Bermuda HM08
Swati Mandava
Managing Director, Legal & Regulatory
Brookfield Corporation
181 Bay Street, Suite 100
Toronto, Ontario, Canada M5J 2T3
Re:Brookfield Reinsurance Ltd., et al.
Registration Statement on Form F-3
Filed January 17, 2024
File No. 333-276533
Dear Anna Knapman-Scott:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Mile T. Kurta, Esq.

CORRESP
1
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CORRESP

 VIA EDGAR AND E-MAIL

October 30, 2023

 Division of Corporation Finance

Office of Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Reinsurance Ltd.

Brookfield Corporation

Registration Statement on Form F-4

File Nos. 333-274058 and
333-274058-01

 To Whom It May Concern:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Reinsurance Ltd. and Brookfield Corporation hereby respectfully request that the effectiveness of the above referenced registration statement on Form
F-4 (File Nos. 333-274058 and 333-274058-01) be accelerated by the Commission so that it
may become effective at 4:00 P.M. Eastern Time on Wednesday, November 1, 2023.

 If the Staff of the Commission has any questions,
please contact Mile T. Kurta, Esq. of Torys LLP at (212) 880-6363 or mkurta@torys.com.

Sincerely,

BROOKFIELD REINSURANCE LTD.

By:

/s/ Lyndsay Hatlelid

Name: Lyndsay Hatlelid

Title: Managing Director

BROOKFIELD CORPORATION

By:

/s/ Swati Mandava

Name: Swati Mandava

Title: Managing Director, Legal and Regulatory

 [Signature Page to the Acceleration Request]

 -2-

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR AND E-MAIL

October 18, 2023

 Division of Corporation Finance

Office of Real Estate & Construction

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Corporation

Registration Statement on Form F-3

File No. 333-274061

To Whom It May Concern:

 Pursuant to Rule 461 of
the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Corporation hereby respectfully requests that the
effectiveness of the above referenced registration statement on Form F-3 (File No. 333-274061) be accelerated by the Commission so that it may become effective at
4:00 P.M. Eastern Time on Friday, October 20, 2023.

 If the Staff of the Commission has any questions, please contact Mile T. Kurta,
Esq. of Torys LLP at (212) 880-6363 or mkurta@torys.com.

 Sincerely,

 BROOKFIELD CORPORATION

 By:

 /s/ Swati Mandava

 Name: Swati Mandava

 Title: Managing Director, Legal and Regulatory

 [Signature Page to the Acceleration Request]

 - 2 -

CORRESP
1
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CORRESP

 1114 Avenue of the Americas, 23rd Floor

 New
York, New York 10036.7703 USA

 P. 212.880.6000 | F. 212.682.0200

www.torys.com

Mile T. Kura

mkurta@torys.com

P. 212.880.6363

 September 20, 2023

 Via
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street, N.E.

 Washington, D.C. 20549-3561

Attention:

Isabel Rivera

Pam Howell

Re:

Brookfield Corporation

Registration Statement on Form F-3

Filed August 18, 2023

File No. 333-274061

 Dear Ladies and Gentlemen:

On behalf of Brookfield Corporation (the “Company”), please find responses to the comments received from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 14, 2023, with respect to the Company’s Registration
Statement on Form F-3 (Nile No. 333-274061) filed with the Commission on August 18, 2023 (the “Registration Statement”). Amendment No. 1
to the Registration Statement (“Amendment No. 1”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments
are presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Company have revised the Registration Statement in Amendment No. 1 to update other disclosure. Unless otherwise indicated, defined
terms used herein have the meanings set forth in Amendment No. 1.

 Cover Page

1.
 We note that your registration statement registers 40 million Class A limited voting shares
that may be issued to satisfy any exchange, redemption or acquisition of class A-1 exchangeable non-voting shares that are not yet outstanding and will be newly-issued
pursuant to your and Brookfield Reinsurance Ltd.’s exchange offer on Form F-4. Please provide us with your analysis of your eligibility to use Form F-3.

 The Registration Statement on Form F-3 has been filed in connection with, among other
things, the exchange offer contemplated by the registration statement on Form F-4 (the “F-4 Registration Statement”) filed by Brookfield Reinsurance
Ltd. (“Brookfield Reinsurance”) and the Company. The F-4 Registration Statement pertains to, among other things, the registration of the issuance of Brookfield Reinsurance’s class A-1 exchangeable non-voting shares (the “Exchangeable Shares”) to be issued in the exchange offer as well as the underlying Class A limited
voting shares of the Company of Class A limited voting shares of the Company (the “Company Class A Shares”) because the Exchangeable Shares may be exchanged within a year of original issuance in the exchange
offer.

 We respectfully submit that the Company may register the offer of Company Class A Shares on the Registration Statement on
Form F-3 as primary issuances under General Instruction I.B.1 of Form F-3 and Rule 415(a)(1)(x), neither of which requires the securities to be outstanding prior to their registration or issuance. General
Instruction I.B.1 of Form F-3 permits primary registration of securities “for cash”. In our scenario, the Company Class A Shares would be issued for Exchangeable Shares rather than cash;
however, C&DI 116.09 makes it clear that the “for cash” requirement in General Instruction I.B.1 of Form S-3/F-3 was only intended to make clear that Form S-3/F-3 is not available for exchange offers or business combination transactions, and that other forms of consideration for exchanges are permitted to be registered as
primary offerings. In our case, the Registration Statement on Form F-3 is not being made in connection with an exchange offer or business combination, but only relates to the exchange of the exchangeable
shares that are issued in such exchange offer and therefore is consistent with C&DI 116.09.

 The Company’s Registration Statement
on Form F-3 registers the going-forward exchange of the Exchangeable Shares into Company Class A Shares. We note to the Staff that this is the same approach taken by the Company in connection with the spin-off of Brookfield Reinsurance in 2021. In that spin-off transaction, a Form F-1 registration statement was filed to register the
distribution of the Brookfield Reinsurance exchangeable shares being spun-out in the special distribution (similar to the F-4 Registration statement, the Form F-1 registration statement in connection with the 2021 special distribution also registered the underlying Company Class A Shares that the exchangeable shares were exchangeable into). Concurrently with the
filing the Form F-1 registration statement, the Company filed a Form F-3 to register the going-forward exchange of the Brookfield Reinsurance exchangeable shares so
distributed in the spin-off into Company Class A Shares.

 We further note that in May 2022, we
had informal discussions with members of the Staff regarding a similar issue presented for an issuer with a similar exchangeable share structure as Brookfield Reinsurance and the Company. In that discussion, the Staff agreed that so long as the
exchangeable shares would not be issued in a transaction that would cause the exchangeable shares to be restricted securities under Rule 144, that a registration statement on Form F-3 could be filed to
register the exchange of exchangeable shares that were issued in the future (or, in the case of the current transaction, Exchangeable Shares being issued concurrently in the exchange offer registered on the
F-4 Registration Statement).

 For the reasons discussed above, we respectfully submit that the
Company is eligible to register the Company Class A Shares on Form F-3.

 2

2.
 Please provide disclosure in your prospectus regarding what it means for Brookfield Corporation and
Brookfield Reinsurance Ltd. to be “paired entities.” Please clarify here and throughout, if true, that “paired entity” is not a legal definition, or provide an appropriate discussion of the legal and other requirements, including
any relevant listing requirements for your “paired entity” structure. Alternatively, please clarify that “paired entity” is your own designation and that Brookfield Corporation and Brookfield Reinsurance Ltd. are separate
corporate entities where shareholders retain the right to exchange shares of one entity into a equivalent class of the other. Indicate that there are material differences between the rights of holders of your exchangeable shares and holders of the
Brookfield Class A Shares under the governing documents of your Company and Brookfield Reinsurance Ltd., respectively, and the applicable laws.

The Company acknowledges the Staff’s comment and advises the Staff that the term “paired entity” does not have a legal
definition and is a term used by the Company and Brookfield Reinsurance to describe their relationship given the exchangeability and distribution profile of the exchangeable shares and Brookfield Corporation’s economic interest in Brookfield
Reinsurance. In response to the Staff’s comment, the Company has revised the disclosure on pages 1 and 2 of Amendment No. 1.

3.
 Please provide prominent disclosure in your registration statement regarding the concurrent offerings
that relate to this transaction and how this offering fits into the overall transaction. See the Form F-4 filed by Brookfield Reinsurance Ltd. and your Schedule TO filings.

 In response to the Staff’s comment, the Company has included the requested disclosure on pages 1 and 2 of
Amendment No. 1.

4.
 Please provide an organizational chart showing the relationship between the various Brookfield corporate
entities such as Brookfield Corporation, Brookfield Reinsurance Ltd. and Brookfield Asset Management Ltd.

In response to the Staff’s comment, the Company has included an organizational chart on page 2 of Amendment No. 1.

5.
 Please remove the disclosure at the bottom of page 51 to page 52. The Company is responsible for the
accuracy of the document throughout.

 In response to the Staff’s comment, the Company has deleted
such language in Amendment No. 1.

 Cover Page

6.
 We note the disclosure on the cover page that “Each exchangeable share is exchangeable at the option
of the holder thereof for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent.” Please clarify here and throughout how this is “at the option of the holder” in light of
the fact that Brookfield Corporation can determine the form of payment.

 3

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that
the language in question is only meant to describe the fact that a holder has the option to initiate the exchange process and does not mean that such holder has the option to choose to receive a Brookfield Class A Share or its cash equivalent.
Any such determination as to form of payment will be made by Brookfield Corporation. However, for clarity the Company has removed such language in Amendment No. 1.

Exhibits

7.
 The legal opinion filed as Exhibit 23.1 appears to solely cover the 40 million class A limited
voting shares. Please provide a legal opinion also covering the 9,285,952 Brookfield Class A Shares from your prior registration statement on Form F-3 and the 1,165,000 Brookfield Class A Shares
issued in your March 2023 private placement.

 In response to the Staff’s comment, the Company has
refiled Exhibit 5.1 with Amendment No. 1.

 **********

If there are additional comments or questions, please do not hesitate to contact the undersigned at (212)
880-6363.

Very Truly Yours,

By:

/s/ Mile T. Kurta

Mile T. Kurta

 cc: Swati Mandava, Brookfield Corporation

 4

United States securities and exchange commission logo
September 14, 2023
Swati Mandava
Managing Director, Legal and Regulatory
Brookfield Corporation
Brookfield Place
181 Bay Street, Suite 100
Toronto, Ontario, Canada M5J 2T3
Re:Brookfield Corporation
Registration Statement on Form F-3
Filed August 18, 2023
File No. 333-274061
Dear Swati Mandava:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed August 18, 2023
General
1.We note that your registration statement registers 40 million Class A limited voting shares
that may be issued to satisfy any exchange, redemption or acquisition of class A-1
exchangeable non-voting shares that are not yet outstanding and will be newly-issued
pursuant to your and Brookfield Reinsurance Ltd.'s exchange offer on Form F-4.  Please
provide us with your analysis of your eligibility to use Form F-3.
2.Please provide disclosure in your prospectus regarding what it means for Brookfield
Corporation and Brookfield Reinsurance Ltd. to be "paired entities."  Please clarify here
and throughout, if true, that "paired entity" is not a legal definition, or provide

 FirstName LastNameSwati Mandava
 Comapany NameBrookfield Corporation
 September 14, 2023 Page 2
 FirstName LastNameSwati Mandava
Brookfield Corporation
September 14, 2023
Page 2
an appropriate discussion of the legal and other requirements, including any relevant
listing requirements for your "paired entity" structure.  Alternatively, please clarify that
"paired entity" is your own designation and that Brookfield Corporation and Brookfield
Reinsurance Ltd. are separate corporate entities where shareholders retain the right to
exchange shares of one entity into a equivalent class of the other.  Indicate that there are
material differences between the rights of holders of your exchangeable shares and
holders of the Brookfield Class A Shares under the governing documents of your
company and Brookfield Reinsurance Ltd., respectively, and the applicable laws.
3.Please provide prominent disclosure in your registration statement regarding the
concurrent offerings that relate to this tranaction and how this offering fits into the overall
transaction.  See the Form F-4 filed by Brookfield Reinsurance Ltd. and your Schedule
TO filings.
4.Please provide an organizational chart showing the relationship between the various
Brookfield corporate entities such as Brookfield Corporation, Brookfield Reinsurance Ltd.
and Brookfield Asset Management Ltd.
5.Please remove the disclosure at the bottom of page 51 to page 52.  The company is
responsible for the accuracy of the document throughout.
Cover Page
6.We note the disclosure on the cover page that "Each exchangeable share is exchangeable
at the option of the holder thereof for one Brookfield Class A Share (subject to adjustment
to reflect certain capital events) or its cash equivalent."  Please clarify here and throughout
how this is "at the option of the holder" in light of the fact that Brookfield Corporation can
determine the form of payment.
Exhibits
7.The legal opinion filed as Exhibit 23.1 appears to solely cover the 40 million class A
limited voting shares.  Please provide a legal opinion also covering the 9,285,952
Brookfield Class A Shares from your prior registration statement on Form F-3 and the
1,165,000 Brookfield Class A Shares issued in your March 2023 private placement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameSwati Mandava
 Comapany NameBrookfield Corporation
 September 14, 2023 Page 3
 FirstName LastName
Swati Mandava
Brookfield Corporation
September 14, 2023
Page 3
            You may contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mile T. Kurta

United States securities and exchange commission logo
September 13, 2023
Lyndsay Hatlelid
Managing Director
Brookfield Reinsurance Ltd.
Ideation House, First Floor
94 Pitts Bay Road,
Pembroke, Bermuda HM08
Re:Brookfield Reinsurance Ltd.
Registration Statement on Form F-4
Filed August 18, 2023
File No. 333-274058
Dear Lyndsay Hatlelid :
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.We note your use of the term "paired entity" on page ii and throughout the prospectus.
Please clarify here and throughout, if true, that "paired entity" is not a legal definition, or
provide an appropriate discussion of the legal and other requirements, including any
relevant listing requirements for your "paired entity" structure.  Alternatively, please
clarify that "paired entity" is your own designation and that Brookfield Corp and
Brookfield Reinsurance Ltd are separate corporate entities where shareholders retain the
right to exchange shares of one entity into a equivalent class of the other. Indicate that
there are material differences between the rights of holders of your exchangeable shares
and holders of the Brookfield Class A Shares under the governing documents of your

 FirstName LastNameLyndsay            Hatlelid
 Comapany NameBrookfield Reinsurance Ltd.
 September 13, 2023 Page 2
 FirstName LastNameLyndsay            Hatlelid
Brookfield Reinsurance Ltd.
September 13, 2023
Page 2
company and Brookfield Corporation, respectively, and the applicable laws. Include a
cross reference to the discussion under "Comparison of Shareholder Rights" on page 107.
2.In the first full paragraph on page iii, indicate that the Listing Condition is non-waivable.
3.In the first paragraph on page ii you state that "Each class A exchangeable share of our
company is also exchangeable with Brookfield Corporation at the option of the holder for
one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its
cash equivalent (the form of payment to be determined at the election of Brookfield
Corporation),..." Please clarify here and throughout how this is "at the option of the
holder" in light of the fact that Brookfield Corporation can determine the form of
payment.
4.Reference is made to the first sentence of the third paragraph on page ii. State here and
throughout the prospectus where applicable, the reason(s) why the company deemed it
necessary to increase the equity base and market capitalization of Brookfield Reinsurance
at this time.
About This Document, page vi
5.Please remove this statement. The company is responsible for the accuracy of the
document throughout.
Will I Receive Distributions..., page 4
6.Please discuss how these distributions differ from those of Brookfield Corp. We note the
third bullet point on page 7.
Have the Brookfield Reinsurance Board of Directors..., page 6
7.Reference is made to the second paragraph on page 7. Please clarify why you believe the
offer is attractive in light of the fact that the exchange may have tax consequences and
there are a number of risks to the offer which you describe in the Risk Factor section.
Summary, page 11
8.Please provide an organizational chart showing the relationship between the various
Brookfield corporate entities such as Brookfield Corp, Brookfield Reinsurance Ltd, and
Brookfield Asset Management.  Note any cross-exchangeable classes of securities
between the entities.
Recent Developments, page 13
9.We note your discussion of the American Equity transaction, including the fact that
Brookfield Reinsurance will need to acquire the shares of Brookfield Asset
Management from Brookfield Corp. in order to complete the transaction.  While you
disclose the impact on Brookfield Corp's ownership of Brookfield Asset Management, and
the impact on Brookfield Asset Management's public float, the disclosure does not address

 FirstName LastNameLyndsay            Hatlelid
 Comapany NameBrookfield Reinsurance Ltd.
 September 13, 2023 Page 3
 FirstName LastName
Lyndsay            Hatlelid
Brookfield Reinsurance Ltd.
September 13, 2023
Page 3
the possible impact on the capitalization of Brookfield Reinsurance.  To the extent that
you expect to issue additional Class C shares, or to engage in a subsequent exchange of
Brookfield Reinsurance shares for shares of Brookfield Corp, revise the disclosure so the
exchanging shareholders can better understand the impact of the American Equity
transactions on capital structure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Todd K Schiffman at 202-551-3491 or Christian Windsor at 202-551-
3419 if you have questions regarding these comments.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

VIA EDGAR AND E-MAIL

September 16, 2022

Division of Corporation Finance

Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Brookfield Asset Management Inc.

Brookfield Finance Inc.

Brookfield Finance II Inc.

Brookfield Capital Finance LLC

Brookfield Finance II LLC

Brookfield Finance (Australia) Pty Ltd

Brookfield Finance I (UK) plc

Registration Statements on Form F-10 and
F-3

File Nos. 333-267243, 333-267243-01,
333-267243-02, 333-267244, 333-267244-01, 333-267244-02 and 333-267244-03

To Whom It May Concern:

On behalf of Brookfield Asset
Management Inc., Brookfield Finance Inc., Brookfield Finance II Inc., Brookfield Capital Finance LLC, Brookfield Finance II LLC, Brookfield
Finance (Australia) Pty Ltd and Brookfield Finance I (UK) plc (collectively, the “Registrants”), enclosed is
the final receipt issued by the Ontario Securities Commission with respect to the base shelf prospectus contained in the Registrants’
Registration Statements on Form F-10 and Form F-3 (File Nos. 333-267243, 333-267243-01, 333-267243-02, 333-267244, 333-267244-01,
333-267244-02 and 333-267244-03) (the “Registration Statements”). We hereby request that the U.S. Securities
and Exchange Commission (the “Staff”) declare the Registration Statements effective as of 4:00 p.m., New York
time, on September 20, 2022, or as soon as possible thereafter.

If the Staff has any questions,
please contact Christopher Bornhorst, Esq. of Torys LLP at (212) 880-6047. In addition, it would be appreciated if, as soon as the
Registration Statements are declared effective, you would so inform Mr. Bornhorst and then send written confirmation to the addressees
listed on the cover of the Registration Statements.

Sincerely,

    BROOKFIELD ASSET MANAGEMENT INC.

    By:
    /s/
Nicholas Goodman

    Name: Nicholas Goodman

    Title: Chief Financial Officer

    BROOKFIELD FINANCE INC.

    By:
    /s/ Thomas Corbett

    Name: Thomas Corbett

    Title: Vice-President

    BROOKFIELD FINANCE II INC.

    By:
    /s/ Thomas Corbett

    Name: Thomas Corbett

    Title: Vice-President

    BROOKFIELD CAPITAL FINANCE LLC

    By:
    /s/ Kathy Sarpash

    Name: Kathy Sarpash

    Title: Secretary

    BROOKFIELD FINANCE II LLC

    By:
    /s/ Kathy Sarpash

    Name: Kathy Sarpash

    Title: Secretary

    BROOKFIELD FINANCE (AUSTRALIA) PTY LTD

    By:
    /s/ Nick Britten-Jones

    Name: Nick Britten-Jones

    Title: Director

    BROOKFIELD FINANCE I (UK) PLC

    By:
    /s/ Philippa
Elder

    Name: Philippa Elder

    Title: Director

[Signature
Page to the Acceleration Request]

    Ontario

 Securities

Commission
    Commission des

valeurs mobilières

de l’Ontario
    22nd
    Floor

20 Queen Street West

 Toronto ON M5H 3S8
    22e étage

20, rue Queen ouest
 Toronto ON M5H 3S8

RECEIPT

Brookfield Finance (Australia)
Pty Ltd

 Brookfield Finance I (UK) PLC

 Brookfield Finance Inc.

Brookfield Asset Management
Inc.

 Brookfield Capital Finance LLC

 Brookfield Finance II LLC

 Brookfield Finance II Inc.

This is the receipt of the Ontario Securities Commission
for the Base Shelf Prospectus of the above Issuer dated September 16, 2022 (the prospectus).

The prospectus has been filed under Multilateral Instrument
11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions,
if the conditions of the Instrument have been satisfied.

September 16, 2022

    Winnie Sanjoto

    Winnie Sanjoto

    Acting Director, Corporate Finance Branch

    SEDAR Project # 3434627, 3434630, 3434620, 3434614, 3434625, 3434626, 3434622

    Ontario

 Securities

Commission
    Commission des

valeurs mobilières

de l’Ontario
    22nd
    Floor

20 Queen Street West

 Toronto ON M5H 3S8
    22e étage

20, rue Queen ouest
 Toronto ON M5H 3S8

RECEIPT

Brookfield Finance Inc.

 Brookfield Asset Management Inc.

 Brookfield Capital Finance LLC

 Brookfield Finance II LLC

 Brookfield Finance II
Inc.

 Brookfield Finance (Australia) Pty Ltd

 Brookfield Finance I (UK) PLC

This is the receipt of the Ontario Securities Commission
for the Base Shelf Prospectus of the above Issuer dated September 16, 2022 (the prospectus).

The prospectus has been filed under Multilateral Instrument
11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions,
if the conditions of the Instrument have been satisfied.

September 16, 2022

    Winnie Sanjoto

    Winnie Sanjoto

    Acting Director, Corporate Finance Branch

    SEDAR Project # 3434620, 3434614, 3434625, 3434626, 3434622, 3434627, 3434630

    Ontario

 Securities

Commission
    Commission des

valeurs mobilières

de l’Ontario
    22nd
    Floor

20 Queen Street West

 Toronto ON M5H 3S8
    22e étage

20, rue Queen ouest
 Toronto ON M5H 3S8

RECEIPT

Brookfield Finance I (UK) PLC

 Brookfield Finance Inc.

 Brookfield Asset Management Inc.

 Brookfield Capital Finance LLC

 Brookfield Finance
II LLC

 Brookfield Finance II Inc.

 Brookfield Finance (Australia) Pty Ltd

This is the receipt of the Ontario Securities Commission
for the Base Shelf Prospectus of the above Issuer dated September 16, 2022 (the prospectus).

The prospectus has been filed under Multilateral Instrument
11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions,
if the conditions of the Instrument have been satisfied.

September 16, 2022

    Winnie Sanjoto

    Winnie Sanjoto

    Acting Director, Corporate Finance Branch

    SEDAR Project # 3434630, 3434620, 3434614, 3434625, 3434626, 3434622, 3434627

    Ontario

 Securities

Commission
    Commission des

valeurs mobilières

de l’Ontario
    22nd
    Floor

20 Queen Street West

 Toronto ON M5H 3S8
    22e étage

20, rue Queen ouest
 Toronto ON M5H 3S8

RECEIPT

Brookfield Asset Management Inc.

 Brookfield Capital Finance LLC

 Brookfield Finance II LLC

 Brookfield Finance II Inc.

 Brookfield Finance
(Australia) Pty Ltd

 Brookfield Finance I (UK) PLC

 Brookfield Finance Inc.

This is the receipt of the Ontario Securities Commission
for the Base Shelf Prospectus of the above Issuer dated September 16, 2022 (the prospectus).

The prospectus has been filed under Multilateral Instrument
11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions,
if the conditions of the Instrument have been satisfied.

September 16, 2022

    Winnie Sanjoto

    Winnie Sanjoto

    Acting Director, Corporate Finance Branch

    SEDAR Project # 3434614, 3434625, 3434626, 3434622, 3434627, 3434630, 3434620

    Ontario

 Securities

Commission
    Commission des

valeurs mobilières

de l’Ontario
    22nd
    Floor

20 Queen Street West

 Toronto ON M5H 3S8
    22e étage

20, rue Queen ouest
 Toronto ON M5H 3S8

RECEIPT

Brookfield Finance II Inc.

 Brookfield Finance (Australia) Pty Ltd

 Brookfield Finance I (UK) PLC

 Brookfield Finance Inc.

 Brookfield Asset
Management Inc.

 Brookfield Capital Finance LLC

 Brookfield Finance II LLC

This is the receipt of the Ontario Securities Commission
for the Base Shelf Prospectus of the above Issuer dated September 16, 2022 (the prospectus).

The prospectus has been filed under Multilateral Instrument
11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions,
if the conditions of the Instrument have been satisfied.

September 16, 2022

    Winnie Sanjoto

    Winnie Sanjoto

    Acting Director, Corporate Finance Branch

    SEDAR Project # 3434622, 3434627, 3434630, 3434620, 3434614, 3434625, 3434626

    Ontario

 Securities

Commission
    Commission des

valeurs mobilières

de l’Ontario
    22nd
    Floor

20 Queen Street West

 Toronto ON M5H 3S8
    22e étage

20, rue Queen ouest
 Toronto ON M5H 3S8

RECEIPT

Brookfield Finance II LLC

 Brookfield Finance II Inc.

 Brookfield Finance (Australia) Pty Ltd

 Brookfield Finance I (UK) PLC

 Brookfield Finance
Inc.

 Brookfield Asset Management Inc.

 Brookfield Capital Finance LLC

This is the receipt of the Ontario Securities Commission
for the Base Shelf Prospectus of the above Issuer dated September 16, 2022 (the prospectus).

The prospectus has been filed under Multilateral Instrument
11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions,
if the conditions of the Instrument have been satisfied.

September 16, 2022

    Winnie Sanjoto

    Winnie Sanjoto

    Acting Director, Corporate Finance Branch

    SEDAR Project # 3434626, 3434622, 3434627, 3434630, 3434620, 3434614, 3434625

    Ontario

 Securities

Commission
    Commission des

valeurs mobilières

de l’Ontario
    22nd
    Floor

20 Queen Street West

 Toronto ON M5H 3S8
    22e étage

20, rue Queen ouest
 Toronto ON M5H 3S8

RECEIPT

Brookfield Capital Finance LLC

 Brookfield Finance II LLC

 Brookfield Finance II Inc.

 Brookfield Finance (Australia) Pty Ltd

 Brookfield
Finance I (UK) PLC

 Brookfield Finance Inc.

 Brookfield Asset Management Inc.

This is the receipt of the Ontario Securities Commission
for the Base Shelf Prospectus of the above Issuer dated September 16, 2022 (the prospectus).

The prospectus has been filed under Multilateral Instrument
11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions,
if the conditions of the Instrument have been satisfied.

September 16, 2022

    Winnie Sanjoto

    Winnie Sanjoto

    Acting Director, Corporate Finance Branch

    SEDAR Project # 3434625, 3434626, 3434622, 3434627, 3434630, 3434620, 3434614

CORRESP
1
filename1.htm

VIA EDGAR AND E-MAIL

December 20, 2021

Division of Corporation Finance

Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Brookfield Asset Management Inc.

Registration Statement on Form F-3

File No. 333-261528

To Whom It May Concern:

Pursuant to Rule 461
of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”)
promulgated under the Securities Act of 1933, as amended, Brookfield Asset Management Inc. (the “Registrant”) hereby
respectfully requests that the effectiveness of the above-referenced registration statement on Form F-3, File No. 333-261528
(the “Registration Statement”) be accelerated by the Commission so that such Registration Statement may become effective
at 4 P.M. Eastern Time on Wednesday, December 22, 2021 or as soon thereafter as practicable.

If the staff of the Commission
has any questions, please contact Christopher R. Bornhorst, Esq. of Torys LLP, counsel for the Registrant, at (212) 880-6047 or cbornhorst@torys.com.
In addition, it would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Mr. Bornhorst
and then send written confirmation to such counsel and the Registrant.

[Signature Page Follows]

Sincerely,

BROOKFIELD ASSET MANAGEMENT INC.

    By:
    /s/ Kathy Sarpash

    Name: Kathy Sarpash

    Title: Senior Vice President

cc: Christopher R. Bornhorst, Esq.

Torys LLP

United States securities and exchange commission logo
December 17, 2021
Nicholas Goodman
Chief Financial Officer
BROOKFIELD ASSET MANAGEMENT INC.
250 Vesey Street, 15th Floor
New York, NY, 10281
Re:BROOKFIELD ASSET MANAGEMENT INC.
Registration Statement on Form F-3
Filed December 8, 2021
File No. 333-261528
Dear Mr. Goodman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Melanie Singh at 202-551-4074 or James Lopez at 202-551-3536 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR AND E-MAIL

June 15, 2021

 Division of
Corporation Finance

 Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington,
DC 20549

Re:
 Brookfield Asset Management Inc.

 Registration Statement on Form F-3

 File Nos. 333-255310

To Whom It May Concern:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Asset Management Inc. hereby respectfully requests that the effectiveness of the above referenced registration statement on Form F-3, File Nos. 333-255310, as amended, be accelerated by the Commission so that it may become effective at 10 A.M. Eastern Time on Wednesday, June 16, 2021 or as
soon thereafter as practicable.

 If the staff of the Commission has any questions, please contact Mile Kurta, Esq. of
Torys LLP at (212) 880-6363 or mkurta@torys.com. In addition, it would be appreciated if, as soon as the registration statement is declared effective, you would so inform Mr. Kurta and then send
written confirmation to the addressees listed on the cover of the registration statement.

 [Signature Page Follows]

 Sincerely,

BROOKFIELD ASSET MANAGEMENT INC.

By:

/s/ Kathy Sarpash

 Name: Kathy Sarpash

 Title: Senior Vice President

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR AND E-MAIL

June 15, 2021

 Division of
Corporation Finance

 Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington,
DC 20549

 Re:

 Brookfield Asset Management Reinsurance Partners Ltd.

Brookfield Asset Management Inc.

Registration Statement on Form F-1

File Nos. 333-254942,
333-254942-01

 To Whom It May Concern:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Asset Management Reinsurance Partners Ltd. and Brookfield Asset Management Inc. hereby respectfully request that the effectiveness of the above
referenced joint registration statement on Form F-1, File Nos. 333-254942 and
333-254942-01, as amended, be accelerated by the Commission so that it may become effective at 10 A.M. Eastern Time on Wednesday, June 16, 2021 or as soon
thereafter as practicable.

 If the staff of the Commission has any questions, please contact Mile Kurta, Esq. of Torys LLP
at (212) 880-6363 or mkurta@torys.com. In addition, it would be appreciated if, as soon as the joint registration statement is declared effective, you would so inform Mr. Kurta and then send
written confirmation to the addressees listed on the cover of the joint registration statement.

 [Signature Page Follows]

 Sincerely,

BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.

By:

/s/ Thomas Corbett

 Name:

 Thomas Corbett

 Title:

 Interim Chief Financial Officer

 BROOKFIELD ASSET MANAGEMENT INC.

By:

/s/ Kathy Sarpash

 Name:

 Kathy Sarpash

 Title:

 Senior Vice President

CORRESP
1
filename1.htm

VIA EDGAR

October 6, 2020

Division of Corporation Finance

Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Brookfield Asset Management Inc.

                                        Brookfield Finance Inc.

                                        Brookfield Finance II Inc.

                                        Brookfield Finance LLC

                                        Brookfield Finance II LLC

                                        Brookfield Finance (Australia) Pty Ltd

                                        Brookfield Finance I (UK) plc

Registration Statement on Form F-10
and F-3

File Nos. 333-249132, 333-249132-01,
333-249132-02, 333-249134, 333-249134-01, 333-249134-02 and 333-249134-03

To Whom It May Concern:

On behalf of Brookfield
Asset Management Inc., Brookfield Finance Inc., Brookfield Finance II Inc., Brookfield Finance LLC, Brookfield Finance II LLC,
Brookfield Finance (Australia) Pty Ltd and Brookfield Finance I (UK) plc (collectively, the “Registrants”),
enclosed is the final receipt issued by the Ontario Securities Commission with respect to the base shelf prospectus contained
in the Registrants’ Registration Statements on Form F-10 and Form F-3 (File Nos. 333-249132, 333-249132-01, 333-249132-02,
333-249134, 333-249134-01, 333-249134-02 and 333-249134-03). We hereby request that the U.S. Securities and Exchange Commission
(the “Staff”) declare the Registration Statements effective as of 4:00 p.m., New York time, on October
7, 2020, or as soon as possible thereafter.

If the Staff has any
questions, please contact Mile Kurta, Esq. of Torys LLP at (212) 880-6363. In addition, it would be appreciated if, as soon as
the registration statement is declared effective, you would so inform Mr. Kurta and then send written confirmation to the addressees
listed on the cover of the registration statement.

Sincerely,

    BROOKFIELD ASSET MANAGEMENT
    INC.

    By:
    /s/
    Nicholas Goodman

    Name: Nicholas Goodman

    Title: Chief Financial Officer

    BROOKFIELD FINANCE INC.

    By:
    /s/ Karly
    Dyck

    Name: Karly Dyck

    Title: Vice President

    BROOKFIELD FINANCE II
    INC.

    By:
    /s/ Karly
    Dyck

    Name: Karly Dyck

    Title: Vice President

    BROOKFIELD FINANCE LLC

    By:
    /s/ Kathy
    Sarpash

    Name: Kathy Sarpash

    Title: Secretary

    BROOKFIELD FINANCE II
    LLC

    By:
    /s/ Kathy
    Sarpash

    Name: Kathy Sarpash

    Title: Secretary

    BROOKFIELD FINANCE (AUSTRALIA)
    PTY LTD

    By:
    /s/ Nick
    Britten-Jones

    Name: Nick Britten-Jones

    Title: Managing Director

    BROOKFIELD FINANCE I (UK)
    PLC

    By:
    /s/ Philippa
    Elder

    Name: Philippa Elder

    Title: Director

[Signature Page to the Acceleration Request]

CORRESP
1
filename1.htm

30   ROCKEFELLER PLAZA
   NEW YORK, NEW YORK
   10112-4498

TEL   +1 212.408.2500

FAX  +1 212.408.2501

BakerBotts.com

AUSTIN

BEIJING

BRUSSELS

DALLAS

DUBAI

HONG   KONG

HOUSTON

LONDON

MOSCOW

NEW   YORK

PALO   ALTO

RIYADH

SAN   FRANCISCO

WASHINGTON

December 11, 2019

Michael Swidler
   TEL: 2124082511
   FAX: 2122592511
   michael.swidler@bakerbotts.com

VIA EDGAR

Mr. Daniel Duchovny
 Special Counsel
 Office of Mergers & Acquisitions
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549-3561

Re:

Teekay Offshore Partners L.P.

Amended Schedule 13E-3

Filed November 21, 2019 by Partners   Limited, et. al.

File No. 005-82284

Dear Mr. Duchovny:

On behalf of Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated December 3, 2019, with respect to the Amended Schedule 13E-3, File No. 005-82284 (the “Schedule 13E-3”) filed on November 21, 2019 by the Partnership and the other filing persons named therein. For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the filing persons.

Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Schedule 13E-3 (“Amendment No. 2”) or the revised information statement attached as Exhibit (a)(1) thereto (the “Revised Information Statement”), as the case may be, filed concurrently with the submission of this letter in response to the Staff’s comments. Amendment No. 2 and the Revised Information Statement each incorporate the changes made in response to the Staff’s comments, as well as certain other updated information. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Revised Information Statement.

We represent the Partnership. To the extent any response relates to information concerning Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners

Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC and Teekay Offshore GP L.L.C., such response is included in this letter based on information provided to the Partnership and us by such other persons or their respective representatives.

Revised Preliminary Information Statement

Special Note Concerning Forward-Looking Statements, page 20

1.                                      We reissue prior comment 5 as it related to the section referenced above. Also, please relocate the section captioned “Selected Historical Consolidated Financial Data.”

Response: The Partnership respectfully acknowledges the Staff’s comment and it advises the Staff that it has revised the disclosure on pages 55 through 60 of the Revised Information Statement.

Background of the Merger, page 24

2.                                      We note your response to prior comment 8. Given that the Revised Draft Plan was shared with Evercore in the conduct of its analysis, please disclose the substance of your response as it relates to lack of reliance on the Revised Draft Plan by the conflicts committee and the GP board.

Response: The Partnership respectfully acknowledges the Staff’s comment and it advises the Staff that it has revised the disclosure on page 34 of the Revised Information Statement.

Recommendation of the Conflicts Committee and the GP Board, page 37

3.                                      We note your response to prior comment 9 and we reissue it. Please revise your disclosure to state the conflicts committee’s fairness determination required by Item 8 of Schedule 13E-3.

Response: The Partnership respectfully acknowledges the Staff’s comment and it advises the Staff that it has revised the disclosure on pages 28 through 30 of the Revised Information Statement.

2

4.                                      On a related note, if the GP Board has based its fairness determination on the analysis of factors undertaken by the conflicts committee, then the GP Board must expressly adopt this analysis and discussion as its own in order to satisfy the disclosure obligation. See prior comment 12.

Response: The Partnership respectfully acknowledges the Staff’s comment and it advises the Staff that it has revised the disclosure on pages 28 through 30 of the Revised Information Statement.

[Remainder of page intentionally left blank]

3

Should you have any questions relating to the foregoing or wish to discuss any aspect of the proposed merger or the Partnership’s filings, please do not hesitate to contact the undersigned at (212) 408-2511.

Respectfully,

Michael   Swidler, Esq.

cc:

Lyndsay   Hatlelid

Brookfield Asset Management

Edith   Robinson

Duncan   Donaldson

Teekay Offshore Partners L.P.

Michael   Swidler, Esq.

Baker Botts, L.L.P.

Matt   Pacey, P.C.

Douglas   E. Bacon, P.C.

Kirkland & Ellis LLP

4

CORRESP
1
filename1.htm

30 ROCKEFELLER PLAZA
   NEW YORK, NEW YORK
   10112-4498

TEL  +1 212.408.2500

FAX +1 212.408.2501

BakerBotts.com

AUSTIN

BEIJING

BRUSSELS

DALLAS

DUBAI

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIYADH

SAN FRANCISCO

WASHINGTON

November 25, 2019

Michael Swidler

TEL: 2124082511
   FAX: 2122592511
   michael.swidler@bakerbotts.com

VIA EDGAR

Mr. Daniel Duchovny
 Special Counsel
 Office of Mergers & Acquisitions
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549-3561

Re:                             Teekay Offshore Partners L.P.

Schedule 13E-3

Filed October 28, 2019 by Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC, Teekay Offshore GP L.L.C., and Teekay Offshore Partners L.P.

File No. 005-82284

Dear Mr. Duchovny:

On behalf of Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), based on our discussion with you on Friday, November 22, 2019, we have set forth below an updated response to comment 11 of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 14, 2019, with respect to the Schedule 13E-3, File No. 005-82284 (the “Schedule 13E-3”) filed on October 28, 2019 by the Partnership and the other filing persons named therein. For your convenience, the Staff’s comment 11 is repeated below in bold and italics, followed by the updated response of the filing persons.

Please note that all references to page numbers in the updated response are references to the page numbers in Amendment No. 1 to the Schedule 13E-3 (“Amendment No. 1”) or the revised information statement attached as Exhibit (a)(1) thereto (the “Revised Information Statement”), as the case may be, filed on November 22, 2019 by the Partnership and the other filing persons named therein. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Revised Information Statement.

We represent the Partnership. To the extent any response relates to information concerning Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC and Teekay Offshore GP L.L.C., such response is included in this letter based on information provided to the Partnership and us by such other persons or their respective representatives.

Recommendation of the Conflicts Committee and the GP Board, page 67

11.                               On a related note, we note on page 3 of the Schedule 13E-3 and the second page in the cover page and on pages 62, 64 and 68 of the information statement that neither the Conflicts Committee nor the GP Board would consider or considered the terms and conditions of the Unit Alternative in making their fairness determination. Note that all filing persons are required to make a fairness determination with respect to the going private transaction. See Item 8 of Schedule 13E-3 and Item 1014 of Regulation M-A. Given that the Unit Alternative is a material term of the transaction, please ensure that the fairness determination disclosure of all filing persons includes consideration of the Unit Alternative as well as the Cash Merger Consideration.

Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it proposes to revise the disclosure on pages ii, 3, 8, 36 and 38 of the Revised Information Statement as demonstrated in the attachments to this letter.

The Partnership believes that the proposed revisions address the Staff’s concerns regarding whether the filing persons considered the Unit Alternative when making their respective fairness determinations with respect to the going private transaction. The proposed revisions would revise the Revised Information Statement by explicitly disclosing that the Conflicts Committee and the GP Board considered the existence of the Unit Alternative in making their respective determinations, approvals and recommendations with regard to the Merger Agreement and the Merger and concluded that the inclusion of the Unit Alternative in the Merger Agreement would not compromise their respective determinations, approvals or recommendations with regard to the Merger Agreement and the Merger (including, in the case of the GP Board, with respect to the fairness of the transaction to Unaffiliated Unitholders). However, the proposed revisions would also clarify that neither the Conflicts Committee nor the GP Board evaluated or negotiated the terms or conditions of or assigned a value to the Unit Alternative, and neither the Conflicts Committee nor the GP Board have made any recommendation to the Unaffiliated Unitholders with regard to the Unit Election.

In addition, the revised disclosure would explain that each of the Conflicts Committee and the GP Board determined to accommodate Brookfield’s request to include the Unit Alternative in the Merger Agreement because (i) as an option, the Unit Alternative did not compromise their respective determinations, approvals or recommendations with

2

regard to the Merger Agreement and the Merger (including, in the case of the GP Board, with respect to the fairness of the transaction to Unaffiliated Unitholders) and (ii) they determined not to deny Unaffiliated Unitholders an option to continue to hold an interest in the Partnership following privatization. Collectively, the proposed revisions should provide sufficient assurance to Unaffiliated Unitholders that each of the Conflicts Committee and the GP Board considered the existence of the Unit Alternative when making their respective determinations, approvals and recommendations with regard to the Merger Agreement and the Merger (including, in the case of the GP Board, with respect to the fairness of the transaction to Unaffiliated Unitholders).

For the foregoing reasons, the Partnership respectfully submits that the proposed revisions to the Revised Information Statement address the Staff’s concerns regarding Item 8 of Schedule 13E-3 and Item 1014 of Regulation M-A with respect to the consideration of the Unit Alternative in the filing persons’ fairness determination disclosure.

[Remainder of page intentionally left blank]

3

Should you have any questions relating to the foregoing or wish to discuss any aspect of the proposed merger or the Partnership’s filings, please do not hesitate to contact the undersigned at (212) 408-2511.

Respectfully,

Michael   Swidler, Esq.

cc:                                Lyndsay Hatlelid
  Brookfield Asset Management

Edith Robinson

Duncan Donaldson

Teekay Offshore Partners L.P.

Mike Rosenwasser, Esq.
  Baker Botts, L.L.P.

Matt Pacey, P.C.
 Douglas E. Bacon, P.C.
  Kirkland & Ellis LLP

4

CORRESP
1
filename1.htm

30 ROCKEFELLER PLAZA

AUSTIN

LONDON

NEW YORK, NEW YORK

BEIJING

MOSCOW

10112-4498

BRUSSELS

NEW YORK

DALLAS

PALO ALTO

TEL +1 212.408.2500

DUBAI

RIYADH

FAX +1 212.408.2501

HONG KONG

SAN FRANCISCO

BakerBotts.com

HOUSTON

WASHINGTON

November 20, 2019

Michael Swidler

TEL: 2124082511

FAX: 2122592511

michael.swidler@bakerbotts.com

VIA EDGAR

Mr. Daniel Duchovny
 Special Counsel
 Office of Mergers & Acquisitions
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549-3561

Re:                             Teekay Offshore Partners L.P.

Schedule 13E-3

Filed October 28, 2019 by Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC, Teekay Offshore GP L.L.C., and Teekay Offshore Partners L.P.

File No. 005-82284

Dear Mr. Duchovny:

On behalf of Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 14, 2019, with respect to the Schedule 13E-3, File No. 005-82284 (the “Schedule 13E-3”) filed on October 28, 2019 by the Partnership and the other filing persons named therein. For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the filing persons.

Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Schedule 13E-3 (“Amendment No. 1”) or the revised information statement attached as Exhibit (a)(1) thereto (the “Revised Information Statement”), as the case may be, filed concurrently with the submission of this letter in response to the Staff’s comments. Amendment No. 1 and the Revised Information Statement each incorporate the changes made in response to the Staff’s comments, as well as certain other updated information.  Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Revised Information Statement.

November 20, 2019

We represent the Partnership. To the extent any response relates to information concerning Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC and Teekay Offshore GP L.L.C., such response is included in this letter based on information provided to the Partnership and us by such other persons or their respective representatives.

Schedule 13E-3

Item 16. Exhibits

1.                                      We note that you have requested confidential treatment for certain exhibits. We will review and provide comments on your request separately.

Response: The Partnership respectfully acknowledges the Staff’s comment and looks forward to receiving the Staff’s reply to its request for confidential treatment for certain exhibits.

Preliminary Information Statement

2.                                      Please disclose in an appropriate location your intended timing for payment of the consideration in the merger.

Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 2 and 95 of the Revised Information Statement.

Questions and Answers, page 1

3.                                      We note that the Questions and Answers and the Summary Term Sheet cover 20 pages of your proxy statement. Revise and consolidate both sections to ensure you comply with Item 1001 of Regulation M-A.

Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 1 to 13 of the Revised Information Statement.

4.                                      Please update the Selected Historical Consolidated Financial Data (page 16).

Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 14 to 19 of the Revised Information Statement.

2

November 20, 2019

Special Note Concerning Forward-Looking Statements, page 21

5.                                      The information required by Items 7, 8 and 9 of Schedule 13E-3 must appear in a “Special Factors” section at the beginning of the proxy statement, immediately following the Summary section. See Rule 13e-3(e)(1)(ii). Please relocate this section and the Risk Factors section.

Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has relocated the Special Factors and Risk Factors sections.

6.                                      We note the disclaimer on page 23 that you do not undertake any obligation to update or revise any forward-looking statements to reflect “events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.” This disclosure is inconsistent with your obligation under Rules 13e-3(d)(2) and 13e-3(f)(1)(iii) to amend the Schedule 13E-3 to reflect a material change in the information previously disclosed. Please confirm that the information statement will be amended and recirculated to comply with those rules as necessary.

Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 22 of the Revised Information Statement.

Background of the Merger, page 54

7.                                      We note the description of Brookfield’s purchase of a significant interest in Partnership GP in September 2017 followed by an additional purchase in July 2018. We also note the description of the TKC-Brookfield Transaction. Please provide us your legal analysis of whether the July 2018 acquisition or the TKC-Brookfield Transaction was a transaction in a series of transactions (culminating with the current proposed merger) subject to Rule 13e-3.

Response: In response to the Staff’s comment, we respectfully submit that neither the exercise of Brookfield Business Partners L.P.’s (collectively with certain of its affiliates and institutional partners, “Brookfield”) option to acquire an additional 2% interest in Teekay Offshore GP L.L.C., a Marshall Islands limited liability company and the general partner of the Partnership (“Partnership GP”) in July 2018 (the “July 2018 Acquisition”) nor Brookfield’s acquisition of Teekay Corporation’s remaining interest in the common units representing limited partner interests in the Partnership (the “Common Units”) on May 8, 2019 (the “TKC-Brookfield Transaction”) was a transaction in a series of transactions culminating with a Rule 13e-3 transaction.

Rule 13e-3(a)(3) defines a “Rule 13e-3 Transaction” as “any transaction or series of transactions…which has either a reasonable likelihood or a purpose of producing, either directly or indirectly,” any of the effects specified in Rule 13e-3(a)(3)(ii). Pursuant to Question and Answer No. 4 of Exchange Act Release No. 34-17719 (the “Release”), “a …transaction will be regarded as one step in a series of transactions which together constitute a Rule 13e-3 transaction if the specific transaction is effected by an issuer or an affiliate as a part, or in furtherance, of a series of actions which, taken together, have either

3

November 20, 2019

a reasonable likelihood or a purpose of producing, directly or indirectly, any of the paragraph (a)(3)(ii) effects.” The Release further clarifies that such transaction must be “effected with a view to increasing the probability of success or reducing the aggregate expense of, or otherwise facilitating, the result sought to be achieved” and notes that in the absence of a purpose to facilitate a Rule 13e-3 transaction, analysis of “whether a transaction…is likely to produce any of such effects must take into account past, current and planned transactions….”

As explained below, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction (i) increased the likelihood or was effected for the purpose of producing, directly or indirectly, any of the effects specified in Rule 13e-3(a)(3)(ii); (ii) increased the probability of negotiating, obtaining approval of or consummating the proposed merger of Brookfield TK Merger Sub LLC with and into the Partnership (the “Proposed Merger”); (iii) reduced the aggregate expense of consummating the Proposed Merger; or (iv) otherwise facilitated the Proposed Merger.

As described in the Information Statement, on September 25, 2017, Brookfield acquired a 49% interest in Partnership GP and a majority of the outstanding Common Units (the “2017 Acquisition”). In connection with the 2017 Acquisition, Teekay Corporation also granted Brookfield an option to acquire an additional 2% interest in Partnership GP upon certain conditions being satisfied in exchange for certain warrants held by Brookfield. The primary reason that Teekay Corporation granted Brookfield an option rather than directly selling Brookfield the additional 2% interest was to ensure that the change of control provisions under certain of the Partnership’s financing arrangements would not be triggered until the Partnership was in a position to refinance the obligations associated with such financing arrangements on acceptable terms. On July 2, 2018, in connection with the Partnership’s completion of a refinancing transaction, Brookfield exercised the option and obtained the additional 2% interest in Partnership GP. The purpose of the July 2018 Acquisition was to complete the process of acquiring a controlling interest in Partnership GP that Brookfield began via the 2017 Acquisition and not to increase the likelihood or produce any of the effects specified in Rule 13e-3(a)(3)(ii).

With respect to the TKC-Brookfield Transaction, as described in the Information Statement, in April 2019, representatives of Brookfield and Teekay Corporation met to discuss certain matters relating to the business of the Partnership, including the possibility that the Partnership may require additional capital in the future. During the course of discussions, the parties came to an agreement for Teekay Corporation to sell its remaining interests in the Partnership to Brookfield. The purpose of the TKC-Brookfield Transaction was to provide Teekay Corporation with liquidity, which Teekay Corporation desired in order to support obligations in respect of its core gas and tanker businesses and its own capital requirements at such time, and to allow Brookfield to invest further capital in support of its existing investment in the Partnership at an attractive price. Thus, the purpose of the TKC-Brookfield Transaction was to take advantage of an unexpected but favorable investment opportunity and not to increase the likelihood or produce any of the effects specified in Rule 13e-3(a)(3)(ii).

4

November 20, 2019

Additionally, the July 2018 Acquisition and the TKC-Brookfield Transaction have no impact on the probability of success of the Proposed Merger. Upon completion of the 2017 Acquisition, Brookfield controlled approximately 60% of the outstanding Common Units, and therefore controlled the majority vote required to approve the Proposed Merger. While the July 2018 Acquisition and the TKC-Brookfield Transaction did provide Brookfield with greater control over Partnership GP’s board of directors (the “GP Board”), the composition of the GP Board did not change as a result of either transaction. Furthermore, the GP Board had no role in the TKC-Brookfield Transaction and the Conflicts Committee of the GP Board that was established to consider the Proposed Merger played no role in the negotiation or approval of either the July 2018 Acquisition or the TKC-Brookfield Transaction. Thus, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction increased the probability of entering into definitive documentation for or consummating the Proposed Merger.

Furthermore, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction reduced Brookfield’s aggregate expenses relating to the Proposed Merger. The overwhelming majority of Brookfield’s expenses for the July 2018 Acquisition were incurred in connection with the 2017 Acquisition. Brookfield’s expenses in completing the TKC-Brookfield Transaction were relatively minor given the short period of time in which the transaction was completed and did not offset any of Brookfield’s expenses in connection with the Proposed Merger. Indeed, the majority of Brookfield’s expenses relating to the Proposed Merger consist of legal fees for structuring, negotiating and drafting definitive documentation for the Proposed Merger and preparing and filing the Schedule 13E-3 and Information Statement, none of the expenses for which were reduced as a result of expenses incurred in connection with the July 2018 Acquisition or the TKC-Brookfield Transaction.

Finally, the July 2018 Acquisition and the TKC-Brookfield Transaction did not otherwise facilitate the Proposed Merger or the elimination of the Partnership’s periodic and current report filing requirements with the Commission. As discussed above, the July 2018 Acquisition and the TKC-Brookfield Transaction did not have any effect on Brookfield’s ability to approve the Proposed Merger. Furthermore, the July 2018 Acquisition did not reduce the number of record holders of Common Units, and the elimination of a single record holder through the TKC-Brookfield Transaction had an inconsequential effect on the number of record holders of Common Units. Thus the likelihood that the Partnership would remain listed on the New York Stock Exchange and be subject to periodic and current filing requirements with the Commission was not affected by either the July 2018 Acquisition or the TKC-Brookfield Transaction.

For the foregoing reasons, we respectfully submit that neither the July 2018 Acquisition nor the TKC-Brookfield Transaction was a first step in a going-private transaction, as they were not intended to, and did not, have the reasonable likelihood or purpose of producing, either directly or indirectly, the going private effects described in Rule 13e-3(a)(3)(ii).

5

November 20, 2019

8.                                      We note the reference to a five-year business plan on page 64. With a view toward disclosure, please tell us whether the plan contained financial projections and, if so, whether those projections have been included in your information statement.

Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has amended the disclosures on pages 28 to 36 of the Revised Information Statement to clarify that the five-year business plan provided to the GP Board on September 19, 2019 is the same plan referred to as the “Revised Draft Plan” in Evercore’s opinion letter attached as Annex C (the “Revised Draft Plan”). The Revised Draft Plan (i) was based on aggressive assumptions in terms of new business to position the Partnership for a growth case, and (ii) was presented to the GP Board as a discussion document only and was not being presented to the GP Board for approval. The Revised Draft Plan was shared with the Conflicts Committee and Eve

CORRESP
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Acceleration Request

 Brookfield Asset Management Inc.

181 Bay Street, Suite 300, P.O. Box 762

Toronto, Ontario

 Canada M5J 2T3

 Via EDGAR

 June 18, 2019

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Ms. Sara von Althann, Staff Attorney

Re:
 Request for Acceleration of Effectiveness

Brookfield Asset Management Inc.

Registration Statement on Form F-4

File No. 333-231335

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Asset Management Inc. hereby respectfully requests that the effectiveness of the above referenced registration statement on Form F-4, File No. 333-231335, as amended, be accelerated by the Commission so that it may become effective at 3:00 P.M. Eastern Time on Thursday, June 20, 2019 or as
soon thereafter as practicable.

 *        *        *

 Please contact Michael J. Aiello of Weil, Gotshal & Manges LLP at
(212) 310-8552 or by email at michael.aiello@weil.com with any questions you may have. In addition, please notify Mr. Aiello when this request for acceleration has been granted.

 Very truly yours,

 /s/ Justin B. Beber

 Justin B. Beber

 Managing Partner, Chief Legal Officer

 Brookfield Asset Management
Inc.

 cc:

 Michael J. Aiello

 Matthew J. Gilroy

 Eoghan Keenan

 (Weil, Gotshal & Manges LLP)

 Elizabeth A. Cooper

 Benjamin P. Schaye

 Thomas A. Wuchenich

 (Simpson Thacher & Bartlett LLP)

 Todd E. Molz

 General Counsel and Chief Administrative Officer

 (Oaktree Capital Group, LLC)

CORRESP
1
filename1.htm

CORRESP

VIA EDGAR

 767 Fifth Avenue

 New
York, NY 10153-0119

 +1 212 310 8000 tel

+1 212 310 8007 fax

Matthew J. Gilroy

Matthew.Gilroy@weil.com

 +1 212
310 8961

 June 6, 2019

 Ms. Sara von
Althann

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549-3628

Re:
 Brookfield Asset Management Inc.

 Form F-4

 Filed May 9, 2019 by Brookfield Asset Management Inc.

 File No. 333-231335

Dear Ms. Von Althann:

 On behalf of
Brookfield Asset Management Inc. (“the Company”), please find a response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) delivered by you via a telephone call on
May 21, 2019 (the “Call”) with regard to the registration statement on Form F-4 (File No. 333-231335), filed by the Company on May 9,
2019 (the “Form F-4”). The responses are based on information provided to us by the Company.

Set forth below in bold are the comments delivered on the Call pertaining to the Form F-4. Immediately
below each of the Staff’s comments is the Company’s response to that comment. In addition, the Company is filing concurrently with this letter an amendment to the Form F-4 (the “Amended Form F-4”), which includes revisions to the Form F-4 in response to the Staff’s comments below. The Company is also mailing to the Staff’s attention for its
convenience a hard copy of this letter together with five copies of the Amended Form F-4. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the
Form F-4.

 Form F-4

1.
 Please revise the Registration Statement on Form F-4 to include the
pro forma financial statements required by Item 5 of Form F-4 and Article 11 of Regulation S-X or advise us that you do not believe such financial statements are
required.

 The Company respectfully acknowledges the Staff’s comment and references Section 2200.10 of the
Division of Corporate Finance’s Financial Reporting Manual. The Company confirms that it has evaluated the Company’s acquisition of a majority economic interest in Oaktree Capital Group, LLC (“Oaktree”) in accordance with
Article 11 of Regulation S-X and the thresholds in Rule 1-02(w) of Regulation S-X. The Company does not expect Oaktree to meet
any of the 20% significance thresholds as it is expected that the

 June 6, 2019

  Page
 2

Company’s investment in Oaktree will represent approximately 2% of the Company’s consolidated total assets as of December 31, 2018. Additionally, the Company’s proportionate
interest in Oaktree’s reported total assets will represent approximately 3% of the Company’s consolidated total assets as of December 31, 2018, and the Company’s proportionate interest in income from continuing operations before
income taxes, extraordinary items and cumulative effect of a change in accounting principle of Oaktree exclusive of amounts attributable to any noncontrolling interests will represent approximately 5% of such income of the Company on a consolidated
basis for the year ended December 31, 2018.

2.
 Please confirm your understanding that the SEC will not be in a position to accelerate the effectiveness of
your Registration Statement on Form F-4 until all outstanding comments regarding the Schedule 13E-3 filed by Oaktree Capital Group, LLC have been resolved. In addition,
to the extent that any comments related to our review of such Schedule 13E-3 apply to disclosure in your Registration Statement, please make corresponding revisions to all affected disclosure.

 The Company respectfully acknowledges and has complied with the Comment received from the Staff.

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8961.

Sincerely,

/s/ Matthew J. Gilroy

Matthew J. Gilroy

cc:
 Justin B. Beber

 Managing Partner, Chief Legal Officer

 Brookfield Asset Management Inc.

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VIA EDGAR

May 2, 2018

Division of Corporation Finance

Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:                             Brookfield Asset Management Inc.

Brookfield Finance Inc.

Brookfield Finance LLC

Registration Statements on Form F-10 and Form F-3

File Nos. 333-224426 and 333-224415

To Whom It May Concern:

On behalf of Brookfield Asset Management Inc., an Ontario corporation, Brookfield Finance Inc., an Ontario corporation, and Brookfield Finance LLC, a Delaware limited liability company (collectively, the “Companies”), enclosed is the final receipt issued by the Ontario Securities Commission with respect to the amended base shelf prospectus contained in the Companies’ Registration Statements on Form F-10 and F-3 (File Nos. 333-224426 and 333-224415).  I hereby request that the U.S. Securities and Exchange Commission declare the Registration Statements effective as of 4:00 p.m., New York time, on May 4, 2018, or as soon as possible thereafter.

If the Staff has any questions, please contact Mile Kurta, Esq., of Torys LLP at (212) 880-6363.

Sincerely,

BROOKFIELD ASSET MANAGEMENT INC.

By:

/s/   Rami El Jurdi

Name: Rami El Jurdi

Title:   VP, Finance

Ontario   Securities Commission Commission des valeurs mobilières de l’Ontario 22nd   Floor 20 Queen Street West Toronto ON M5H 3S8 22e étage 20, rue queen ouest   Toronto ON M5H 3S8 RECEIPT Brookfield Finance Inc. Brookfield Finance LLC   Brookfield Asset Management Inc. This is the receipt of the Ontario   Securities Commission for Amendment No. 2 dated April 24, 2018 (amendment no.   2) to the Base Shelf Prospectus of the above Issuer dated February 17, 2017.   Amendment no. 2 has been filed under Multilateral Instrument 11-102 Passport   System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New   Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A   receipt for amendment no. 2 is deemed to be issued by the regulator in each   of those jurisdictions, if the conditions of the Instrument have been   satisfied. April 26, 2018 Huston Loke Huston Loke Director, Corporate Finance   Branch SEDAR Project # 2582878, 2582880, 2582877

Mailstop 3233
February 23, 2017

VIA E -MAIL
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
P.O. Box 762
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
 Form 40 -F for the year ended December 31, 2015
 Filed March 31, 2016
  File No. 033-97038

Dear Mr. Lawson:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jennifer Monick

 Jennifer Monick
 Assistant Chief Accountant
Office of Real Estate and
Commodities

Mailstop 3233
February 22, 2017

VIA E -MAIL
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
P.O. Box 762
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
 Form 40 -F for the year ended December 31, 2015
 Filed March 31, 2016
  File No. 033-97038

Dear Mr. Lawson:

We have reviewed  your February 17, 2017  response to our comment letter and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as  possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our August 4 ,
2016 letter .

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2015

Note 11 – Investment Properties & Note 12 – Property, Plant and Equipment

Brian D. Lawson
Brookfield Asset Management, Inc.
February 22, 2017
Page 2

 1. We have considered your proposed disclosures in respon se to comment 1.   Please
address the following:
a. Please also further adjust your disclosures of fair value and key valuation
metrics within note 11 and note 12 to disaggregate this information by the
same asset classes that you have identified in your p roposed sensitivity
analysis.   We believe such disaggregation to be consistent with the
guidance outlined within paragraphs 93 and 94 of IFRS 13.
b. We note your statement that “ sensitivity to reasonably likely changes in
discount rates and terminal capi talization rates are quantitatively
immaterial with respect to PP&E within the Infrastructure and Property
segments.” Please confirm for us, if true, that a 25 basis point change to
the relevant unobservable inputs for PP&E within Infrastructure and
Proper ty segments is quantitatively immaterial.

You may contact Wilson K. Lee  at (202) 551 - 3468  or me at (202) 551 - 3295  if you
have any questions.

Sincerely,

 /s/ Jennifer Monick

 Jennifer Monick
 Assistant Chief Accountant
Office of Real Estate and
Commodities

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CORRESP

Brookfield Asset Management Inc.

Tel 416.363.9491

Brookfield Place

Fax 416.365.9642

181 Bay Street, Suite 300

www.brookfield.com

Toronto, ON M5J 2T3

 February 22, 2017

Division of Corporation Finance

 U. S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention: Jennifer Monick

RE:
Brookfield Asset Management Inc.

Form 40-F for the year ended December 31, 2015

Filed on March 31, 2016

File No. 033-97038

 Thank you for your letter dated February 22, 2016. For your reference we have
included, along with our responses, each of your questions in italics using the same numbering references in your letter.

 FORM 40-F FOR THE
YEAR ENDED DECEMBER 31, 2015

 Note 11 – Investment Properties & Note 12 – Property, Plant and Equipment

1.
We have considered your proposed disclosures in response to comment 1. Please address the following:

a.
Please also further adjust your disclosures of fair value and key valuation metrics within note 11 and note 12 to disaggregate this information by the same asset classes that you have identified in your proposed
sensitivity analysis. We believe such disaggregation to be consistent with the guidance outlined within paragraphs 93 and 94 of IFRS 13.

We acknowledge your comment and propose to add the following disclosure within our 2016 form 40-F.

 Within Note 11 – Investment properties:

The key valuation metrics for the company’s investment properties that are measured at fair value are set forth in the table below:

December 31, 2016

December 31, 2015

Discount
Rate

Terminal
Capitalization
Rate

Investment
horizon

Discount
Rate

Terminal
Capitalization
Rate

Investment
horizon

 Core Office

 United States

 Canada

 Australia

 Europe

 Brazil

 Opportunistic

 Opportunistic Office

 Opportunistic Retail

 Industrial

 Multifamily

 Triple Net Lease

 Self-storage

 Student housing

 The following table presents the company’s investment properties measured at fair value in the
consolidated financial statements:

As at December 31

2016

2015

 Core Office

 United States

 Canada

 Australia

 Europe

 Brazil

 Opportunistic

 Opportunistic Office

 Opportunistic Retail

 Industrial

 Multifamily

 Triple Net Lease

 Self-storage

 Student housing

 The key valuation inputs relating to the above are Level 3 of the fair value hierarchy.

 2

 Within
Note 12 – Property Plant and equipment:

 The key valuation metrics for the company’s Property, Plant and Equipment that are
measured at fair value within the Renewable Power segment are set forth in the table below:

December 31, 2016

December 31, 2015

Discount
Rate

Terminal
Capitalization
Rate

Investment
Horizon

Discount
Rate

Terminal
Capitalization
Rate

Investment
Horizon

 North America

 Brazil

 Colombia

 Europe

 The following table summarizes the percentage of total generation contracted under power purchase agreements:

As at December 31, 2016

1 - 10 years

10 - 20 years

 North America

 Brazil

 Colombia

 Europe

 The following table summarizes power prices from long-term power purchase agreements that are linked
specifically to the related power generating assets:

As at December 31, 2016

1 - 10 years

10 - 20 years

 North America

 Brazil

 Colombia

 Europe

 3

 The following table summarizes the estimates of future electricity prices:

As at December 31, 2016

1 - 10 years

10 - 20 years

 North America

 Brazil

 Colombia

 Europe

 The following table presents the company’s property, plant and equipment within the renewable power
segment measured at fair value in the consolidated financial statements:

As at December 31

2016

2015

 North America

 Brazil

 Colombia

 Europe

 The key valuation inputs relating to the above are Level 3 of the fair value hierarchy.

b.
We note your statement that “sensitivity to reasonably likely changes in discount rates and terminal capitalization rates are quantitatively immaterial with respect to PP&E within the Infrastructure and
Property segments.” Please confirm for us, if true, that a 25 basis point change to the relevant unobservable inputs for PP&E within Infrastructure and Property segments is quantitatively immaterial.

We confirm that a 25 basis point change in discount rates and terminal capitalization rates for PP&E within the Infrastructure and
Property segments is quantitatively immaterial.

 Should you have any further questions and/or comments, please do not hesitate to contact me at
(416) 363-9491.

 Yours truly,

 /s/ Brian D. Lawson

 Brian D. Lawson

Chief Financial Officer

 Brookfield Asset Management Inc.

 4

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VIA EDGAR

February 17, 2017

Re:                             Brookfield Asset Management Inc., Brookfield Finance Inc., and Brookfield Finance LLC

Registration Statement on Form F-10 and Form F-3

File No. 333-215992

Division of Corporation Finance

Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

To Whom It May Concern:

On behalf of Brookfield Asset Management Inc., an Ontario corporation, Brookfield Finance Inc., an Ontario corporation, and Brookfield Finance LLC, a Delaware limited liability company (collectively, the “Companies”), enclosed is the final receipt issued by the Ontario Securities Commission with respect to the Companies’ Registration Statement on Form F-10 and Form F-3 (File No. 333-215992) (as amended to date, the “Registration Statement”).  I hereby request that the U.S. Securities and Exchange Commission declare the Registration Statement effective as of 9:30 a.m., New York time, on February 21, 2017, or as soon as possible thereafter.

If the Staff has any questions, please contact Mile Kurta, Esq., of Torys LLP at (212) 880-6363.

Enclosure

Sincerely,

BROOKFIELD ASSET MANAGEMENT INC.

By:

/s/ Brian D. Lawson

Name: Brian D. Lawson

Title: Senior Managing Partner and Chief Financial   Officer

Ontario Securities Commission

Commission des valeurs mobilières de l’Ontario

22nd Floor

20 Queen Street West

Toronto ON M5H 3S8

22e étage

20, rue queen ouest

Toronto ON M5H 3S8

RECEIPT

Brookfield Asset Management Inc.

Brookfield Finance Inc.

Brookfield Finance LLC

This is the receipt of the Ontario Securities Commission for the Short Form Base Shelf Prospectus of the above Issuer dated February 17, 2017 (the prospectus).

The prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

February 17, 2017

Huston   Loke

Huston Loke

Director, Corporate Finance Branch

SEDAR Project # 2582877, 2582878,   2582880

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CORRESP

 February 17, 2017

Division of Corporation Finance

 U. S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention: Jennifer Monick

RE:
Brookfield Asset Management Inc.

Form 40-F for the year ended December 31, 2015

Filed on March 31, 2016

File No. 033-97038

 Thank you for your letter dated August 4, 2016. For your reference we have
included, along with our responses, each of your questions in italics using the same numbering references in your letter.

 FORM 40-F FOR THE
YEAR ENDED DECEMBER 31, 2015

 Financial Profile, page 28

1.
We have considered your response to comment 1. Given the magnitude of investment properties and property, plant, and equipment to your balance sheet, the inherent uncertainty related to the underlying Level 3
unobservable inputs utilized to determine fair value coupled with the fact that fair value changes represent a material portion of your net income, we continue to believe inclusion of a sensitivity analysis of material assumptions based on
reasonably likely changes would be appropriate. Please revise future filings and provide an example of your proposed disclosures.

The Company acknowledges the staff comment and, in determining the required disclosures, has considered the financial statement disclosure
requirements within IFRS 13, Fair Value Measurements, and Management’s Discussion and Analysis (“MD&A”) disclosure requirements within National Instrument 51-102F1 (“NI 51-102F1”). In respect of the Staff’s comment
that fair value changes have historically represented a material portion of net income, the Company notes that fair value changes relating to Investment Properties are reflected in net income whereas changes in the fair value of PP&E are
reflected in Other Comprehensive Income (“OCI”).

 In light of the Staff’s comment, the Company proposes to add the
following disclosure in our MD&A in the 2016 Form 40-F to be filed with the SEC on or prior to March 31, 2017 and will do so for a 25 basis point change as per the staff’s letter to
Brookfield Property Partners, in order to be consistent.

 1

 The following table presents the impact on fair value of investment properties as at
December 31, 2016 from a 25 basis point change to the relevant unobservable inputs. For properties valued using the discounted cash flow method, the basis point change in valuation metrics relates to a change in discount and terminal
capitalization rates. For properties valued using the direct capitalization approach, the basis point change in valuation metrics relates to a change in the overall capitalization rate:

 (US$ Millions)

Impact on fair
value of
commercial
properties

 Core Office

 United States

 Canada

 Australia

 Europe

 Brazil

 Opportunistic

 Opportunistic Office

 Opportunistic Retail

 Industrial

 Multifamily

 Triple Net Lease

 Self-storage

 Student Housing

 Total

$
—

 The following table presents the impact on fair value of property, plant and equipment in our Renewable Power
segment as at December 31, 2016 from a 25 basis point change in discount and terminal capitalization rates, as well as a 5% change in electricity prices:

 (US$ Millions)

Impact on fair
value of PP&E

 25 bps change in discount rates and terminal capitalization rates

 North America

 Brazil

 Colombia

 Europe

 Total

$
—

 5% change in future electricity prices

 North America

 Brazil

 Colombia

 Europe

 Total

$
—

 We note that the sensitivity to reasonably likely changes in discount rates and terminal capitalization rates are
quantitatively immaterial with respect to PP&E within the Infrastructure and Property segments.

 2

 When determining the appropriate location of the above disclosure in the Form 40-F, the Company gave
consideration to the disclosure requirements in IFRS 13 and NI 51-102F1.

 Specifically, the Company
considered IFRS 13.93(h)(i) which requires a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs, if a change in those inputs to a different amount might result in a significantly higher or lower
fair value measurement. As described in its letter dated July 26, 2016, the Company will provide such narrative disclosure in the notes to its consolidated financial statements. IFRS 13.93(h)(ii) states that quantitative disclosure of the
effects of changing one or more unobservable inputs to reasonably possible alternative assumptions is only required for financial assets and financial liabilities. Accordingly there is no requirement to include quantitative sensitivity analysis in
the notes to the financial statements in respect of the Company’s Investment Properties and PP&E, as these are not financial assets.

 In
considering disclosure within the Management’s Discussion and Analysis (“MD&A”) the Company referred to NI 51-102F1 paragraph 1.12, which advises the use of quantitative analysis
is to be included within an entity’s MD&A when i) the estimates are highly uncertain, and ii) quantitative information would provide material information to shareholders. Based on review of this standard, the Company determined
the appropriate location for such disclosure is the MD&A.

 Should you have any further questions and/or comments, please do not hesitate to contact me
at (416) 363-9491.

 Yours truly,

 /s/ Brian D. Lawson

 Brian D. Lawson

Chief Financial Officer

 Brookfield Asset Management Inc.

 3

Mailstop 3233
August 4 , 2016

VIA E -MAIL
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
P.O. Box 762
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
 Form 40 -F for the year ended December 31, 2015
 Filed March 31, 2016
  File No. 033-97038

Dear Mr. Lawson:

We have reviewed  your July 26 , 2016 response to our comment letter and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our refere nces to prior comments are to comments in our July 12 ,
2016 letter .

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2015

Financial Profile, page 28

Brian D. Lawson
Brookfield Asset Management, Inc.
August 4 , 2016
Page 2

 1. We have considered your response to comment 1.   Given the magnitude of investment
properties and property, pla nt, and equipment to your balance sheet, the inherent
uncertainty related to the underlying Level 3 unobservable inputs utilized to determine
fair value coupled with the fact that fair value changes represent a material portion of
your net income, we conti nue to believe inclusion of a sensitivity analysis of material
assumptions based on reasonably likely changes would be appropriate.   Please revise
future filings and provide an example of your proposed disclosures.

You may contact Wilson K. Lee  at (202) 551 - 3468  or me at (202) 551 - 3295  if you
have any questions.

Sincerely,

 /s/ Jennifer Monick

 Jennifer Monick
 Assistant Chief Accountant
Office of Real Estate and
Commodities

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CORRESP

 July 26, 2016

 Division
of Corporation Finance

 U. S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention: Jennifer Monick

RE:
Brookfield Asset Management Inc.

Form 40-F for the year ended December 31, 2015

Filed on March 31, 2016

File No. 033-97038

 Thank you for your letter dated July 12, 2016. For your reference we have
included, along with our responses, each of your questions in italics using the same numbering references in your letter.

 FORM 40-F FOR THE
YEAR ENDED DECEMBER 31, 2015

 Financial Profile, page 28

1.
We have considered your response to comment 1. You indicate that your assumptions are adjusted to reflect factors specific to the underlying asset and the geography where it is located. In addition, we note your
disclosures categorize these assumptions as Level 3 unobservable inputs. As a result, it appears that the inputs used to value the Company’s investment properties and property, plant and equipment contain inherent uncertainty, as they are
subject to managerial assumptions. Please revise future filings to provide a sensitivity analysis of those assumptions based on reasonably likely changes. Within your response, please provide an example of your proposed disclosure.

 The Company acknowledges the Staff’s comment and confirms that the inputs used to fair value the Company’s
investment properties and property, plant and equipment contain level 3 inputs and contain inherent uncertainty. However, as noted in the Company’s letter dated June 30, 2016, management does not believe these assumptions to be
highly uncertain for the majority of the Company’s investment properties and property, plant and equipment.

 Management also
believes that alternative estimates that could have been used or that changes in these estimates that are reasonably likely to occur from period to period would not have a material impact on the Company’s results or financial position.
This is a result of each asset being valued independently and the diversity of the Company’s portfolio by asset type, asset class, geography and market, as discussed in the Company’s letter dated June 30, 2016. Accordingly, the
Company believes it is highly unlikely that parallel changes in estimates across the entire portfolio will occur. For example, changes in discount rates as a result of changes in the 10-year treasury rate used to determine the value of an office
building in Lower Manhattan may not impact the discount rate used to value a Sydney office building or a Brazilian retail mall. Furthermore, changes in interest rates may not necessarily impact asset values in isolation, as the Company would expect
mitigating movements in spreads between treasury rates and discount rates / capitalization rates for the majority of its assets, as well as changes in the underlying cash flows.

 1

 As a result of the foregoing and the additional items noted in the Company’s
June 30, 2016 letter, Management does not believe that quantitative analysis is required based on current facts and circumstances. In forming this conclusion, the Company considered National Instrument form 51-102F1 paragraph 1.12, which
advises the use of quantitative analysis when i) the estimates are highly uncertain, and ii) quantitative information would provide material information to shareholders. Management does not believe either requirement is met, let alone both.

 In light of the Staff’s comment, the Company proposes including disclosure substantially similar to the following in future filings:

 In determining the fair value of investment properties and property plant and equipment, management uses external information and
observable conditions, where possible, supplemented by internal analysis as required. The determination of fair value requires the use of estimates, which have been applied in a manner consistent with that in the prior year. There are currently no
known trends, events or uncertainties that we reasonably believe could have a sufficiently pervasive impact across our businesses, which is diversified by asset class, geography and market, to materially affect the methodologies or assumptions
utilized to determine the estimated fair values reflected in this report. Discount rates and capitalization rates are inherently uncertain and may be impacted by, among other things, movements in interest rates in the geographies and markets in
which the assets are located. Changes in estimates across different geographies and markets, such as discount rates and terminal capitalization rates, often move independently to one another and not necessarily in the same direction or to the same
degree. Furthermore, impacts on our estimated values from changes in discount rates / terminal capitalization rates and cash flows are usually inversely correlated as the circumstances that typically give rise to increased interest rates (i.e.
strong economic growth, inflation) usually give rise to increased cash flows at the asset level.

 Note 11. Investment Properties and Note 12. Property,
Plant and Equipment, pages 122-132

2.
We have considered your response to comment 1. Your response appears to imply that sensitivity has a nominal impact because of the mitigation resulting from the interrelationships among the various inputs and
assumptions. Please revise financial statement footnote disclosures in future periodic filings to provide a description of those interrelationships and of how they might magnify or mitigate the effect of changes in the unobservable inputs utilized
in your fair value measurement. Reference is made to paragraph 93(h)(i) of IFRS 13. Please provide an example of your proposed disclosure.

The Company acknowledges the Staff’s comment and proposes including disclosure substantially similar to the following in future filings:

 Significant unobservable (Level 3) inputs are utilized when determining the fair value of investment properties. The significant Level 3
inputs include:

 2

 Valuation technique

 Significant unobservable inputs

 Relationship of unobservable
input to fair value

 Mitigating factor(s)

Discounted cash flow analysis

Future cash flows

Increases (decreases) in future cash flows increase (decrease) fair value

Increases (decreases) in cash flows tend to be accompanied by increases (decreases) in discount rates that may offset changes in fair value from cash flows

Discount rate

Increases (decreases) in discount rate decrease (increase) fair value

Increases (decreases) in discount rates tend to be accompanied by increases (decreases) in cash flows that may offset changes in fair value from discount rates

Terminal capitalization rate

Increases (decreases) in terminal capitalization rate decrease (increase) fair value

Decreases (increases) in terminal capitalization rates tend to be accompanied by increases (decreases) in cash flows that may offset changes in fair value from terminal capitalization rates

 In addition to the above, the Company’s investment properties are diversified across asset type, asset
class, geography and markets. As such, there may be mitigating factors, such as changes to these assumptions that vary in direction and magnitude across these geographies and markets.

In addition to the responses above, we hereby acknowledge the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Should you have any further questions and/or comments, please do not hesitate to contact me at (416) 363-9491.

Yours truly,

/s/ Brian D. Lawson

Brian D. Lawson

Chief Financial Officer

Brookfield Asset Management Inc.

 3

Mailstop 3233
July 12 , 2016

VIA E -MAIL
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
P.O. Box 762
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
 Form 40 -F for the year ended December 31, 2015
 Filed March 31, 2016
  File No. 033-97038

Dear Mr. Lawson:

We have reviewed  your June 30, 2016 response to our comment letter and 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to comments in our June 8, 2016
letter .

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2015

Financial Profile, page 28

1. We have considered your response to comment 1.   You indicate that your assumptions
are adjusted to reflect factors specific to the underlying asset and the geography where it
is located.   In addition, we note your disclosures categorize these assumptions as Level 3
unobservable inputs.   As a result, it appears that the inputs used to value  the Company’s
investment properties and property, plant and equipment contain inherent uncertainty, as
they are subject to managerial assumptions.  Please revise future filings to provide a

Brian D. Lawson
Brookfield Asset Management, Inc.
July 12 , 2016
Page 2

 sensitivity analysis of those assumptions based on reasonably lik ely changes.  Within
your response, please provide an example of your proposed disclosure.

Note 11. Investment Properties and Note 12. Property, Plant and Equipment, pages 122 -132

2. We have considered your response to comment 1.   Your response appears to imply that
sensitivity has a nominal impact because of the mitigation resulting from the
interrelationships among the various inputs and assumptions.   Please revise financial
statement footnote disclosures in future  periodic filings to provide a descripti on of those
interrelationships and of how they might magnify or  mitigate the effect of changes in the
unobservable inputs utilized in your fair value measurement.   Reference is made to
paragraph 93(h)(i) of I FRS 13.  Please provide an example of your prop osed disclosure.

You may contact Wilson K. Lee  at (202) 551 - 3468  or me at (202) 551 - 3295  if you
have any questions.

Sincerely,

 /s/ Jennifer Monick

 Jennifer Monick
 Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 June 30, 2016

Division of Corporation Finance

 U. S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Jennifer Monick

RE:
Brookfield Asset Management Inc.

Form 40-F for the year ended December 31, 2015

Filed on March 31, 2016

File No. 033-97038

 Thank you for your letter dated June 8, 2016. For your reference we have included, along
with our responses, each of your questions in italics using the same numbering references in your letter.

 FORM 40-F FOR THE YEAR ENDED DECEMBER
31, 2015

 Exhibit 99.2

 Financial Profile,
page 28

1.
We note your disclosure of certain inputs used in your valuation of your investment properties and your property, plant and equipment. Please tell us what consideration you gave to providing a sensitivity analysis of
those assumptions based upon reasonably likely changes.

 In determining whether to include sensitivity analysis for
certain inputs used in the valuation of investment properties and property, plant and equipment (“PP&E”) included in Form 40-F, the Company considered the guidance in National Instrument Form 51-102F1 –
Management’s Discussion and Analysis (“NI 51-102F1”) and IFRS 13, Fair Value Measurement (“IFRS 13”).

Item 1.12 of NI 51-102F1 advises providing quantitative disclosure for certain estimates, which may include sensitivity analysis, when the
assumptions used in the estimate relate to matters that are highly uncertain at the time that the estimate is made and when reasonable changes in these assumptions would have a material impact on the Company’s financial condition or
financial performance.

 The assumptions used to fair value the Company’s investment properties and PP&E are based on market data,
adjusted to reflect factors specific to the underlying asset and the geography where it is located. These assumptions are supported by market data and transactional evidence for similar assets that have been bought and sold in the open
market. As such, we do not consider the assumptions associated with valuing the majority of the Company’s investment properties and PP&E to be highly uncertain at the time that the estimate is made.

 1

 As discussed in Form 40-F, the effect of changes in cash flows and discount rates on the
value of Company’s investment properties and PP&E tend to be inversely correlated as the circumstances that give rise to increased cash flows give rise to increased interest rates, which may result in higher discount rates (and vice versa).
Accordingly, it is probable that a change in any one assumption to an equally reasonable alternative would require changes in other assumptions that are interrelated and may have an overall offsetting impact. This is supported by the fact that
capitalization rates for real assets such as the Company’s investment properties and PP&E, which have dynamic cash flows, tend to be relatively inelastic to movements in interest rates caused by those same circumstances (i.e. strong
economic growth, inflation). As such, the Company does not believe that using equally reasonable assumptions in the current period would result in a material impact on its financial condition or financial performance.

The Company’s portfolio of investment properties and PP&E is diversified by asset type, asset class and geography. The effect of
changes in assumptions that are considered to be reasonably likely to occur from period to period may also have an overall offsetting impact across the Company’s broader portfolio. Accordingly, the Company also believes that reasonably likely
changes in assumptions from period to period would not have a material impact on the Company’s financial condition or financial performance.

The Company also considered the disclosure requirements of IFRS 13, which do not require quantitative sensitivity analysis for
non-financial assets measured at fair value; however qualitative analysis is provided in the footnotes to the Consolidated Financial Statements.

Based on the forgoing, the Company concluded that sensitivity analysis for certain inputs used in the valuation of its investment property and
PP&E is not required.

 Liquidity, page 59

2.
Please provide liquidity disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries in future periodic filings. In this regard, please disclose
the amount of cash that is currently held by your foreign subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign subsidiaries. Please provide us with the disclosure you intend to include in future filings.

 Brookfield Asset Management Inc. is a Canadian corporation and therefore is not subject to Canadian tax on the repatriation
of foreign cash balances.

 The Company’s non-Canadian subsidiaries consist primarily of three publicly listed limited partnerships
that the Company controls: Brookfield Property Partners, Brookfield Renewable Partners and Brookfield Infrastructure Partners, collectively the “Principal Subsidiaries”, each of which are Bermudian partnerships. The Principal Subsidiaries,
in turn, each own a number of subsidiaries (“Other Subsidiaries”), certain of which are foreign subsidiaries.

 The table below
disaggregates consolidated cash and cash equivalents between Canadian and foreign jurisdictions, segregated by corporate, Principle Subsidiaries and Other Subsidiaries.

 2

US$ Millions

Corporate

Principal
Subsidiaries

Other Subsidiaries

Consolidated

2015

2014

2015

2014

2015

2014

2015

2014

 Canada

$
 244

$
 226

$
 33

$
 45

$
 317

$
 299

$
 594

$
 571

 Foreign

264

322

82

145

1,834

2,124

2,180

2,590

 Total

$
 509

$
 548

$
115

$
 190

$
 2,150

$
 2,423

$
 2,774

$
 3,160

 Corporate cash balances are readily available for use and cash balances currently held in foreign
jurisdictions can be repatriated to Canada without material tax consequence.

 Distributions from the Principal Subsidiaries are not
taxable to the Company. As a limited partner of these entities, the Company is attributed its proportionate share of the partnerships’ taxable income based on the underlying composition of the partnerships income, irrespective of what
distributions are made. The taxable attribution of the Principal Subsidiaries earnings is included within the Company’s consolidated income tax provision. Accordingly, there is no potential tax impact arising from the repatriation of
undistributed earnings from the Principal Subsidiaries above what has already been reflected in the Company’s tax provision.

 The
repatriation of undistributed earnings of the Other Subsidiaries would be to the Principal Subsidiaries themselves, not to the Company. The repatriation of foreign cash held within the Other Subsidiaries to the Principal Subsidiaries would not
result in the imposition of material tax consequences to the Principal Subsidiaries. Should the Company, through its controlling interest as the general partner of the Principal Subsidiaries, choose to repatriate this cash, it would flow from the
Principal Subsidiaries to all limited partners, including the Company, as per the structure discussed above. This repatriation would result in no incremental tax to the Company.

In future filings, the Company will include disclosure substantially similar to the following:

Corporate level liquidity is readily available for use without any material tax consequences. Our ability to finance corporate
transactions will be met with existing cash and financial asset balances, available liquidity on corporate credit facilities and capital markets activity, if required.

Our Principal Subsidiaries are publicly listed limited partnerships that are able to repatriate cash without the imposition of material tax
consequences on the partnerships themselves. As a limited partner, we receive distributions from these subsidiaries, which are not taxable to us. We recognize income taxes based on our share of the partnerships’ taxable income and we
record this as part of our tax expense.

 The majority of our investments in the assets and businesses across our operations are primarily
funded by our Principal Subsidiaries; the underlying liquidity of these assets or businesses will not to be repatriated directly to the Company. Should the Company, through its controlling interest, choose to repatriate this cash, the Principal
subsidiaries would receive their proportionate share of the cash balance. The Company, in turn, would receive a distribution from the Principal Subsidiaries. Such repatriations would not have any material tax consequences to the Company.

 3

 Notes to the Consolidated Financial Statements

6. Fair Value of Financial Instruments, page 112

3.
We note your table at the bottom of page 116. Please tell us how you complied with paragraph 93(e) of IFRS 13, or tell us how you determined it was appropriate to net additions with disposals.

Paragraph 19(e) of IFRS 13 requires separate disclosure for “purchases, sales, issues and settlements” of financial assets and
liabilities classified as Level 3. The table below presents additions and disposals of financial assets and liabilities classified as Level 3 on a gross basis:

2015

2014

For the years ended December 31, (Millions)

Financial
Assets

Financial
Liabilities

Financial
Assets

Financial
Liabilities

 Additions

$
—

$
99

$
530

$
298

 Disposals

(2,068
)

(113
)

(306
)

(9
)

 Disposals, net of additions

$
(2,068
)

$
(14
)

$
224

$
289

 For context, and as noted in our disclosure on page 116 of the Form 40-F, the disposals disclosed include
financial assets that have been reclassified to equity accounted investments.

 When preparing financial statement disclosures, including
financial statement note disclosures, we apply materiality in accordance with IAS 1 paragraph 31. We have netted these additions and disposals because we are of the view that this was not material.

If additions and disposals were individually material, the Company would present the balances on a gross basis.

13. Intangible Assets, page 132

4.
We note that you have recorded intangible assets not subject to amortization in connection with the acquisition of hospitality assets in the UK. Please tell us more about the trademarks and the factors you considered
in determining that they have an indefinite life. In this regard, please tell us how you determined there are no legal, contractual, competitive, economic, or other factors that limit the useful life of the trademarks. Please refer to paragraphs
88-96 of IAS 38.

 In August 2015, a subsidiary of the Company acquired a U.K. resort operation (“Center
Parcs”). As part of the purchase price allocation, approximately $1.0 billion of value was ascribed to indefinite life trademarks in the U.K., the Republic of Ireland and the Channel Islands. The value of these trademarks is derived
predominately from the trade name “Center Parcs”, as this is the primary trade name that customers identify. Center Parcs also owns various other trade names that are used across the sites, including food and beverage, retail and leisure
brands. The Company has the legal right to use these trademarks in perpetuity.

 4

 In assessing the accounting for Center Parcs’ trademarks, the Company analyzed the
following factors, considering the guidance on the determination of an intangible asset’s useful life in IAS 38 paragraphs 88 to 96. In particular, we considered the following factors in determining the useful life of an intangible asset in
paragraph 90, as follows:

•

Center Parcs has a history of generating net cash inflows since the first site opened in the U.K. in 1987. The ownership of Center Parcs has changed various times over this period, evidencing that this business has been
able to continue profitable operations irrespective of the different ownership groups and management teams operating it since inception.

•

Center Parcs has experienced consistent revenue growth above inflation, stable occupancy rates above 90% over the last 17 years (including years of economic downturn) and strong profit margins. This demonstrates
the stability of the industry and market in which Center Parcs operates as well as the long duration of the asset.

•

Center Parcs is an operator of resorts that provides lodge style accommodations, situated in forest locations. The nature of Center Parcs’ business is not dependent on technology or commercial innovations in any
material way. Given the nature of the business, the Company does not consider it to be subject to obsolescence due to technical, technological or commercial disruptions that could have a material impact on the business.

•

Center Parcs has benefitted from no significant direct competition, strong brand loyalty, and a history of continued investment in new sites. Through the due diligence phase of the acquisition, the Company
identified several factors that support the value of the brand, including the following:

•

Brand loyalty has been demonstrated within Center Parcs’ historical records with 35% of guests returning in one year and 60% returning within 5 years.

•

The Center Parcs name has high brand awareness in the U.K. market at 95%, based on an independent market survey completed by LVQ Research, an independent marketing research firm, in 2015. In the Company’s
business plans, adequate marketing expenses were included, ~$20 million per year, to ensure ongoing maintenance of high levels of brand awareness.

•

There are high barriers to entry for competitors in respect of the capital investment required, scarcity of suitable sites and challenges in obtaining Government consents.

•

The Company’s underwriting for the acquisition of Center Parcs was based on an indefinite ownership period and included ongoing maintenance and capital expenditures, to ensure the assets are maintained in optimal
working condition.

•

The Company (or any successor owner) has the legal right to operate the Center Parcs trademarks in perpetuity. Center Parcs exclusive right to use its trademarks is governed by contractual right that has an indefinite
term and cannot be terminated for either party’s convenience or upon a change of control of either party.

 5

•

The trademark assets are not dependent on the use of other assets in the business. The physical assets in the parks are required to earn cash flows from the existing business but the trademarks can also be
leveraged across new assets or developments. Center Parcs has a history of leveraging the brand to successfully add new sites to its portfolio. This includes, most recently, its Woburn site, which was completed in 2014 in Southeast England
and reached occupancy rates of 97% during 2015. A high occupancy rate for a new site within its first year of operation evidences the strength of the brand and the ability to leverage it across new assets, which are not dependent on other assets in
the portfolio.

 To assist in determining the value and useful life of the intangibles the Company also engaged an
independent valuator. The valuators appraised the value of the trademark intangible, which is the same value that the Company used in its financial statements, and independently concluded that this asset has an indefinite useful life, supporting the
Company’s assessment that the intangible has an indefinite useful life. As at the time of filing the Company’s Form 40-F, the valuators report was still in draft and, accordingly, the purchase price allocation for Center Parcs was
considered preliminary.

 Based on the above analysis, the Company has not identified factors that limit the period over which the
trademarks are legally able to and are expected to generate net cash inflows. Accordingly, the Company has concluded that the trademarks have an indefinite useful life.

In addition to the responses above, we hereby acknowledge the following:

•

the Comp

Mailstop 3233
June 8, 2016

VIA E -MAIL
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
P.O. Box 762
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
 Form 40 -F for the year ended December 31, 2015
 Filed March 31, 2016
  File No. 033-97038

Dear Mr. Lawson:

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 40 -F for the year ended December 31, 2015

Exhibit 99.2

Financial Profile, page 28

1. We note your disclosure of certain inputs used in your valuation of your investment
properties and your property, plant and equipment.  Please tell us what consideration you
gave to providing a sensitivity analys is of those assumptions based upon reasonably
likely changes.

Brian D. Lawson
Brookfield Asset Management, Inc.
June 8, 2016
Page 2

 Liquidity, page 59

2. Please provide liquidity disclosures to discuss the potential tax impact associated with the
repatriation of undistributed earnings of foreign subsidiaries in future perio dic filings. In
this regard, please disclose the amount of cash that is currently held by your foreign
subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign
subsidiaries. Please provide us with the disclosure you intend  to include in future filings.

Notes to the Consolidated Financial Statements

6. Fair Value of Financial Instruments, page 112

3. We note your table at the bottom of page 116.  Please tell us how you complied with
paragraph 93(e) of IFRS 13, or tell us how you determined it was appropriate to net
additions with disposals.

13. Intangible Assets, page 132

4. We note that you have recorded intangible assets not subject to amortization in
connection with the acquisition of hospitality assets in the UK.  Plea se tell us more about
the trademarks and the factors you considered in determining that they have an indefinite
life.  In this regard, please tell us how you determined there are no legal, contractual,
competitive, economic, or other factors that limit the  useful life of the trademarks.  Please
refer to paragraphs 88 -96 of IAS 38.

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 Exchan ge 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 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 Un ited States.

Brian D. Lawson
Brookfield Asset Management, Inc.
June 8, 2016
Page 3

 You may contact Wilson K. Lee  at (202) 551 - 3468  or me at (202) 551 - 3295  if you
have any questions.

Sincerely,

 /s/ Jennifer Monick

 Jennifer Monick
 Assistant Chief Accountant
Office of Real Estate and
Commodities

November 26, 2014

VIA E -Mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Brookfield Place
P.O. Box 762
181 Bay Street, Suite  330
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
  Form 40 -F for the year ended December 31, 2012 and 2011
Filed on April 2, 2013 and March 29, 2012
File No.  033-97038

Dear Mr. Brian D. Lawson :

We have completed our review of your filing s on November 24, 2014 .  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing  and the company
may not assert staff c omments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing  to be certain th at the
filing  includes  the information the Securities Exchange Act of 1934 and all applicable rules
require.

                                                                     Sincerely,

  /s/ Eric McPhee

         Eric McPhee
         Senior Accountant

November 24, 2014

Via E -mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3

Re: Brookfield Asset Management Inc.
Form 40 -F for the year ended December 31, 2013
Filed March 31, 2014
File No. 033-97038

Dear Mr. Lawson :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to  our comments do not foreclose the Commission from taking
any action with respect to the company or 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 securiti es laws of the United States.  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 rules require .

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel

CORRESP
1
filename1.htm

CORRESP

 October 15, 2014

 Division
of Corporation Finance

 U. S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention: Eric McPhee

RE:
Brookfield Asset Management Inc.

Form 40-F for the year ended December 31, 2013

Filed on March 31, 2014

File No. 033-97038

 Thank you for your letter dated September 30, 2014. For your reference we have
included, along with our responses, each of your questions in italics using the same numbering references in your letter.

 FORM 40-F FOR THE
YEAR ENDED DECEMBER 31, 2013

 Exhibit 99.2

Note 3 – Segmented Information, pages 102 – 108

1.
We have considered your responses to comments 10 and 12 in your correspondence dated March 13, 2014. You have identified corporate operations as a separate operating segment. It is not clear how corporate
operations meet the definition of an operating segment under IFRS 8. Please tell us how you evaluated the guidance outlined in paragraphs 5 through 10 of IFRS 8 in determining that corporate operations meets the definition of an operating segment.
Specifically, please explain what revenues are generated through your corporate operations and how they are not incidental to the activities of your operations as a whole.

The core principal in IFRS 8, Operating Segments (“IFRS 8”) is that “an entity shall disclose information to enable users of its
financial statements to evaluate the nature and financial effects of the business activities in which it engages and the economic environments in which it operates.” The Basis of Conclusions of IFRS 8 further states that “defining
segments based on the structure of an enterprise’s internal organization would result in improved information. Not only would enterprises be likely to report more detailed information but knowledge of the structure of an enterprise’s
internal organization is valuable in itself because it highlights the risks and opportunities that management believes are important” (excerpt of appendix A, paragraph 59). The company’s business activities represent eight
operating segments. This is consistent with how the company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, assesses performance and allocates capital and is based on its organizational structure, consistent
with the manner information is generated for internal use. This manner of segment disclosure is also consistent with how information about the company’s performance is provided to its Board of Directors.

The company’s “Corporate activities include the investment of the company’s cash and financial assets, as well as the management of our
corporate capitalization,” as noted on page 97 of Form 40-F for the year ended December 31, 2013. Management determined that the company’s Corporate activities meet the requirements of IFRS 8 paragraphs 5 to 10 and accordingly are an
operating segment, based on the following analysis:

•

The Company’s Corporate activities engage in investment and treasury management operations and provide liquidity management for the entire group. The Corporate activities operating segment earns revenues in the
form of capital gains, dividends and interest on its cash and financial asset portfolio and incurs interest expense on its capitalization. The segment also provides liquidity and treasury services to the company’s other operating segments, and
earns market-based interest rates or transaction fees, respectively. A team of full-time employees are dedicated to these operations and actively manage a permanent pool of capital. Accordingly the segment also incurs all expenses associated with
its employees and their activities.

 1

•

The results of these operations are regularly reported to the company’s CODM, who evaluates segment performance based on its segmented profit or loss, which is measured as Funds from Operations (“FFO”).
The CODM also makes resource allocation decisions based on the risk-weighted returns of investing externally, serving internal liquidly requirements, and repaying or taking on additional corporate leverage.

•

Discrete financial information is prepared for this operating segment. These results are also reviewed by the Corporate activities “segment manager”, which is the company’s Chief Financial Officer.

 Management does not view these activities as incidental, nor the revenues that they generate, particularly as they have a dedicated team of
professionals focused on managing this pool of capital and maximizing its performance.

 Paragraph 13 of IFRS 8 requires that an operating segment is
separately reported if any of segmented revenues, profit or loss or assets are 10% or more of the total of all segmented revenues, profit or loss or assets, respectively. Management recognizes that the company’s Corporate activities segmented
revenues have not met the quantitative thresholds for disclosure as a separate operating segment over the past three years, however both segmented assets (common equity) and the absolute value of segmented profit or loss (FFO) meet the quantitative
thresholds, in two of the last three years, as shown in the table below:

For the years ended Dec. 31,

2013

2012

2011

$

%

$

%

$

%

 Segment revenues

347

2
%

260

1
%

311

2
%

 Segment profit/loss (FFO)

223

7
%

(402
)

-23
%

(397
)

-25
%

 Segment assets (common equity)

(6,199
)

-26
%

(6,499
)

-26
%

(5,924
)

-26
%

 Management also notes that 2013 FFO included a $525 million gain on the settlement of a long-dated interest rate swap
contract. Excluding this non-recurring gain, FFO for the segment was a loss of $302 million which represented 11% of FFO on an absolute basis.

 Note 30
– Related Party Transactions, page 144

2.
Please clarify whether Partners Limited incurs any expenses (i.e. payment of services for your benefit or provides compensation to any current executives and directors) on your behalf. To the extent such transactions
exist, please clarify how it is accounted for and where such transactions are reflected on your IFRS financial statements.

 Partners
Limited does not incur any expenses on behalf of the company.

 2

 Partners Limited does not pay for any services for the company’s benefit and none of the company’s
named executive officers or directors receives compensation from Partners Limited.

 On an annual basis, Partners Value Split Corp., a wholly-owned
subsidiary of Partners Value Fund (49% owned by Partners Limited), pays a fee of C$30,000 per annum to the company for certain investment management and administration services. Since Partners Value Split Corp. is a reporting issuer in Canada, the
agreements with respect to this fee are publicly filed in Canada and the fee is disclosed in Partners Value Split Corp.’s 2013 annual report. The fee is not material and accordingly not disclosed separately in Note 30 – Related Party
Transactions. The fee is included within Brookfield’s consolidated revenues.

 Form 6-K FILED ON APRIL 7, 2014

Exhibit 99.1

3.
We note your disclosure on page 14 that the total value of shares, DSUs and RSUs beneficially owned, controlled or directed by Mr. Flatt in 2014 is $754,283,225 and your disclosure on page 41 that the value of
his total cumulative compensation from 2002 to 2013 was $88,947,200 at December 31, 2013. Please tell us why these amounts are significantly different.

The disclosure on page 14 for Mr. Flatt shows the total number of Class A shares of the company owned by Mr. Flatt, directly or indirectly,
shares in which he has a pro rata interest, and his deferred share units (DSUs) and restricted share units (RSUs). This disclosure is required under Canadian securities law. In order to demonstrate that this ownership meets the company’s share
ownership guidelines, as recommended by the Canadian Coalition of Good Governance (CCGG) as a best practice for proxy circulars, the value of the Class A shares and units is also presented in this table, along with the amount of the applicable
share ownership guideline. The interests have been valued using the closing price of the Class A shares shortly prior to the date of the Form 6-K filed on April 7, 2014.

The table on page 41 for Mr. Flatt shows the value of the compensation awarded to Mr. Flatt during the period covered by the table, being his tenure
as Chief Executive Officer of the company. We note that the table on page 41 is not prescribed by the disclosure requirements of Canadian securities laws but it is included as part of best practices in corporate governance as recommended by CCGG.
The table presents a “look back”, designed to show the trend in compensation awarded to Mr. Flatt and the value that it represents over his tenure as CEO. Because a significant portion of Mr. Flatt’s compensation over that
period was in the form of long-term share ownership awards, the table also shows the value of those share ownership awards at the end of 2013 (being the in-the-money value in the case of options). Accordingly, this table does not include the value
of any Class A shares owned by Mr. Flatt unless the shares were acquired through the exercise of options granted during the period covered by the table, in which case the amount included is only the in-the-money value on the date of
exercise.1 Any compensation awarded to Mr. Flatt prior to 2002, or the value accruing therefrom, is not included in this table. Also, for Class A Shares acquired through the exercise of
options granted during the period, the value in excess of the in-the-money amount of options on the date of exercise is excluded as it is not properly attributable to compensation, but to Mr. Flatt’s investment in the company. As a result,
the majority of the shares disclosed on page 14 for Mr. Flatt are not reflected, or their value is not fully reflected, in the table on page 41.

1
By way of example, for an option that was in-the-money by $10.00 on the date of exercise, $10.00 is included in the period end compensation value on page 41. On page 14, the Class A Share received on exercise, and
still held, would be valued at $39.52. The difference between $10 and $39.52 represents the value accrued to Mr. Flatt as a result of his decision to maintain his investment in Class A shares after exercise of the option.

 3

 In addition, there are differences in how the tables on page 14 and 41 value Mr. Flatt’s ownership.
All of the interests of directors in the table on director nominees are valued using the closing price of the Class A shares on March 25, 2014, whereas on page 41, all values are calculated using the December 31, 2013 value. Different
dates are used for the two tables, as prescribed by the form requirements under Ontario securities laws. In addition, the table on page 14 includes pro rata interests which are interests owned through Partners Limited, Partners Value Fund and
Escrowed Shares. These interests are either not included in the table on page 41 or are valued differently in the two tables (all of the interests in the table on page 14 are simply multiplied by the closing price of the Class A shares on March 24,
2014 and the corresponding values shown).

 As stated above, the table on the director nominees starting on page 8 is not required to include the value of
the interests owned by directors and the company has determined to exclude this disclosure going forward.

 In addition, please quantify
any amounts received by each of your named executive officers and directors resulting from their ownership, directly or indirectly, in Partners Limited and/or its affiliates.

The named executive officers and directors of the company who are also shareholders of Partners Limited and Partners Value Fund do not receive any amounts
resulting from their ownership, directly or indirectly, in Partners Limited and/or its affiliates, other than through the economic benefits of ownership of shares of Partners Limited and Partners Value Fund. Shareholders in these companies are
entitled to receive dividends as and when paid by such entities and may realize capital appreciation if and when such shares are sold. These amounts are not received as compensation for services to us or any of our subsidiaries but as a result
of the investments made by the individuals in Partners Limited and Partners Value Fund.

4.
We note your disclosure on pages 4 and 5 regarding the principal holders of voting shares. Please tell us whether Partners Limited and/or its affiliates continue to acquire or dispose of any Class A or Class B
shares, and, if so, please describe how Partners Limited and/or its affiliates acquire or dispose of shares, including how any decisions to acquire or dispose of shares are made.

Partners Limited is the sole owner of all of the company’s Class B shares and has not acquired or disposed of any Class B shares since their original
issuance in August 1997.

 Partners Limited does not regularly acquire or dispose of the company’s Class A shares, either directly or indirectly.
The last purchase of the company’s Class A shares by Partners Limited, directly or indirectly, occurred in February 2011, when Partners Value Fund acquired approximately C$25 million worth of a C$578 million public offering of Class A
shares.

 Decisions to acquire Class A shares by Partners Limited in the ordinary course of business, directly or indirectly, are ultimately made by
me as the President of Partners Limited. To inform my decisions I may consult with officers and directors of Partners Limited, many of whom are also named executive officers or directors of the company, as disclosed on page 5 of our Form 6-K filed
on April 7, 2014.

 Decisions to dispose of Class A or Class B shares of the company or common shares of Partners Value Fund must be approved by
shareholders owning at least 66% of the common shares of Partners Limited.

 In addition to the responses above, we hereby acknowledge the following:

•

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

 4

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Should you have any further questions and/or comments, please do not hesitate to contact me at (416) 359-8601.

Yours truly,

/s/ Brian D. Lawson

Brian D. Lawson

Chief Financial Officer

Brookfield Asset Management Inc.

 5

September 30 , 2014

VIA E -Mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Brookfield Place
P.O. Box 762
181 Bay Street, Suite 330
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
  Form 40 -F for the year ended December  31, 2013
Filed on March 31, 2014
File No.  033-97038

Dear Mr. Lawson :

We have reviewed your filings and have the following com ments. 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 providing the requested
information or by advising us when you will provid e the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

 After reviewing the information you provide in response to these comments, we may
have additional comments.

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2013

Exhibit 99.2

Note 3 – Segmented Information, pages 102 – 108

1. We have considered your responses to comments 10 and 12 in your correspondence dated
March 13, 2014.   You have identified corporate operations as a sep arate operating
segment.   It is not clear how corporate operations meet the definition of an operating
segment under IFRS 8.   Please tell us how you evaluated the guidance outlined in
paragraphs 5 through 10 of IFRS 8 in determining that corporate operat ions meets the
definition of an operating segment.   Specifically, please explain what revenues are

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 30 , 2014
Page 2

 generated through your corporate operations and how they are not incidental to the
activities of your operations as a whole.

Note 30 – Related Party Transactions, page 144

2. Please clarify whether Partners Limited incurs any expenses (i.e. payment of services for
your benefit or provides compensation to any current executives and directors) on your
behalf.   To the extent such transactions exist, please  clarify how it is accounted for and
where such transactions are reflected on your IFRS financial statements.

Form 6 -K FILED ON APRIL 7, 2014

Exhibit 99.1

3. We note your disclosure on page 14 that the total value of shares, DSUs and RSUs
beneficially owne d, controlled or directed by Mr. Flatt in 2014 is $754,283,225 and your
disclosure on page 41 that the value of his total cumulative compensation from 2002 to
2013 was $88,947,200 at December 31, 2013.   Please tell us why these amounts are
significantly di fferent.   In addition, please quantify any amounts received by each of your
named executive officers and directors resulting from their ownership, directly or
indirectly, in Partners Limited and/or its affiliates.

4. We note your disclosure on pages 4 and 5 regarding the principal holders of voting
shares.   Please tell us whether Partners Limited and/or its affiliates continue to acquire or
dispose of any Class A or Class B shares, and, if so, please describe how Partners
Limited and/or its affiliates acquire  or dispose of shares, including how any decisions to
acquire or dispose of shares are made.

  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 t he 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 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 filings;

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

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

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 30 , 2014
Page 3

You may contact Wilson K. Lee at (202 ) 551 -3468 or me at (202) 551 -3693  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Folake Ay oola at (202) 551 -3673 or Jennifer  Gowetski at (202) 551 -3401 with any other
questions.

                                                                     Sincerely,

  /s/ Eric McPhee

         Eric McPhee
         Senior Accountant

CORRESP
1
filename1.htm

CORRESP

 March 13, 2013

 Division of
Corporation Finance

 U. S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Jessica Barberich

RE:
Brookfield Asset Management, Inc.

 Form 40-F for the year ended December 31, 2012

Filed on April 2, 2013

 File No. 033-97038

 Thank you for your letter dated February 18, 2014. For your reference we have included, along with our responses, each of your questions in
italics using the same numbering references in your letter.

 FORM 40-F FOR THE YEAR ENDED DECEMBER 31, 2012

General

1.
We note you have presented certain financial measures within your Supplemental Information and your Investor Day Presentation provided on your website. For the following measures identified below, please provide to
us additional information including a detailed discussion of how these measures are calculated, what these measures represent, and why these measures are presented. Your response should provide better insight into how your management utilizes these
particular measures, their meaningfulness to investors, and how the measures are derived from your IFRS financial statements. Please address each of the following measures separately. We may have further comment.

We will include explanations of these terms in future filings and/or presentations that include these measures to the extent they were previously omitted, in a form
substantially as presented below.

•

Annualized Fee Base

 Annualized Fee Base is a non-IFRS measure that consists of Annualized Fees plus Target
Carried Interest (both defined below).

 Management uses Annualized Fee Base to provide additional insight into the potential contribution to earnings from fees
and carried interests based on the nature and level of fee bearing capital at a point in time. We have provided this information to investors as supplemental information and at our Investor Day because we believed it helps them gain a better
understanding of the scale of our asset management activities. None of Annualized Fee Base or its components are intended to represent guidance or a forecast because it is a mechanical calculation based on in-place contractual agreements and fee
bearing capital at a point in time.

 Annualized fees include: annualized base management fees which are determined by the contractual fee rate multiplied by the
current level of fee bearing capital, annualized incentive distributions based on our listed issuers current annual distribution policies, annualized transaction and advisory fees which are equal to a simple average of the last two years’
revenue, annualized performance fees earned from public funds which is equal to a simple average of the last two years’ revenues, and target carried interest which is explained below.

•

Unrealized Carried Interest and Target Carried Interest

 Carried Interest represents contractual arrangements
whereby we receive a fixed percentage of investment gains generated within a private fund that we manage provided that the investors receive a predetermined minimum return. Carried interests are earned throughout the life of a private fund and
typically realized/paid out towards the end of the life of a fund after the capital has been returned to investors. Carried interest is subject to “claw back” until all investments have been monetized and/or minimum investment returns are
sufficiently assured. We defer recognition of carried interests in our IFRS financial statements until they are no longer subject to adjustment based on future events.

The measurement period for our private funds can exceed 10 years. In order to gain better insight into how carried interest impacts, or could impact, our performance
and the scale of carried interests relative to the rest of our business, we disclose two measures: Unrealized Carried Interest and Target Carried Interest.

Unrealized Carried Interest: The calculation of unrealized carried interest is based on carried interest that would be receivable under the contractual formula
at the period end date as if the fund was liquidated and all investments had been monetized at the values recorded on that date. Management uses unrealized carried interest to gain better insight into how past investment performance has
impacted our potential to earn carried interests. We believe this information is useful to investors for similar reasons, and accordingly report this amount in our management’s discussion and analysis (“MD&A”) within our Asset
Management segment discussion. Unrealized carried interest is described on page 36 of our December 31, 2012 Annual Report and quantified on page 41.

 Target
Carried Interest: is a mechanical calculation that is intended to represent the annualized carried interest we would earn on third-party private fund capital subject to carried interest on the assumption that we achieve the targeted returns of
the private funds. It is determined by multiplying the target gross return of a fund, less the base management fee, by the percentage carried interest to which we are entitled to, multiplied by the amount of third party capital, and multiplied by
the average period the capital is invested for. We use target carried interest to provide insight on the amount of future carried interest that we have the potential to earn on an annualized basis, based on the current level of fee bearing capital.
We provide an estimation of target carried interest in our supplemental information to provide users with an indication of the scale of our Asset Management business.

•

Base Case Value

 Following the formation of Brookfield Property Partners L.P. (“BPY”), the vast
majority of the company’s capital was invested in listed entities, in particular BPY, Brookfield Renewable Energy Partners L.P. (“BREP”) and Brookfield Infrastructure Partners L.P. (“BIP”). Management has organized the
manner in which it assesses financial performance so that it is consistent with this. That is we present and assess our share of FFO from our investment in BPY substantially on a stand-alone basis. Furthermore, our capital allocation decisions at
the Brookfield corporate level involve transaction in units or shares of our listed companies.

 As a result, we have organized our business segment disclosures on a
consistent basis as this is how information is presented to our Chief Operating Decision Maker (“CODM”). In particular, we note that the segmented information in the MD&A to be included our December 31, 2013 Annual Report and Form
40-F will be organized to reflect this and present Brookfield’s deconsolidated balance sheet separating its publicly listed investments and its private holdings within each operating segment.

Base Case Value refers to the value ascribed to our company’s investments and its asset management activities on a deconsolidated basis utilizing the following
valuation methodologies, which primarily utilize public pricing or readily available external valuation inputs:

–

For investments where a publicly quoted price is available (such as BIP) base case value is determined by the quoted market price multiplied by our holdings. The exception to this methodology was that for BPY the
trading history was insufficient to provide a stabilized indication of value in our opinion, and therefore we utilized our IFRS carrying value instead. This exception was explicitly noted in our investor day presentation.

–

For privately held investments base case values are based on a combination of IFRS carrying values and internal appraisals where the assets or operations are not carried at fair value under IFRS. In the case of private
fund investments, these values are consistent with the values that are reported to our fund investors on a quarterly basis, and audited on an annual basis.

–

Our asset management franchise value is a mechanical calculation using multiples based on comparable companies trading values in the asset management industry and/or multiples utilized in analyst reports for comparable
companies.

–

We eliminate our deconsolidated deferred tax asset when calculating base case values as we estimate that this asset will be utilized through the realization of asset management revenues over time, which is captured in
our multiple on these operations.

 Base Case Value is meant to illustrate the value of the entities through which we hold the majority of businesses
on a deconsolidated basis, in a manner that can be reconciled and compared to the carrying values in our consolidated IFRS financial statements. we use base case values to gain insight on differences between the carrying values of our investments
and quoted market values where available, and supplement this with values determined by management for unlisted entities or businesses. This is helpful to us in making capital allocation decisions and understanding how the values of the component
parts of our business are perceived by investors. Based on discussions with investors and analysts we believe this facilitates an investor’s understanding of our business, in particular the relative scale of its component parts consistent with
our segment disclosures. Our Investor Day presentation includes explanations of the differences between our IFRS carrying values and our calculation of Base Case Value, along with a reconciliation to our IFRS carrying values on pages 53, 55 and 139.

•

FFO From Operating Activities

 We disaggregate FFO into realized disposition gains and the amount excluding
realized disposition gains because such gains can cause a significant variances when comparing results to another period, and therefore this presentation facilitates a discussion of year-over-year results. We also organize our management reporting
on this basis, and believe it is useful to present it in a similar manner for our investors.

 FFO from Operating Activities is calculated by subtracting
realized disposition gains from FFO and is defined on page 42 of our 2013 fourth quarter Supplemental Information. We intend to present FFO in this manner in our 2013 Annual Report and Form 40-F, accompanied by disclosure substantially in the form
set out in our response to question #5.

•

Gross Profit Margin for Asset Management Line

 Gross profit margins within our Asset Management segment are equal
to Fee Related Earnings as a percentage of Fee Revenues, using Asset Management segment operating results.

 Fee Related Earnings represent base management fees
earned from our listed issuers, private funds and public securities, incentive distributions, transaction and advisory fees, and performance fees earned from our public securities business, net of direct costs. Fee Related Earnings exclude carried
interests.

 Fee Revenues represents base management fees earned from our listed issuers, private funds and public securities, incentive distributions, transaction
and advisory fees, and performance fees earned from our public securities business. Fee revenues excludes carried interest earned on our private funds. Fee Related Earnings is defined on page 8 of our fourth quarter Supplemental Information.

We use this measure to provide additional insight into the operating profitability of our Asset Management operations and provided it to investors in our supplemental
information and at our Investor Day for the same reason. We do not include it in our MD&A, however the information is readily available for investors who choose to perform this calculation on their own.

•

Net Income Presented Within Summarized Financial Results.

 Net Income, in this case, is net income attributable
to Brookfield shareholders. Future reports will clearly make this distinction.

2.
We also note your use of the term “Appraisal Gains” in the Supplemental Information on your website. Please define this term for us, and clarify if the reference to appraisals is related to third-party
appraisals or internally generated valuations. If the gains are not determined through reliance on third-party appraisals, please tell us why you believe it is appropriate to use the term “Appraisal Gains.”

 Gains or losses from the revaluation of certain of the company’s assets under IFRS, including its investment
property, property plant & equipment, and biological/sustainable resource assets are denoted as “appraisal gains” within our Supplemental Information, as they are based on the “appraised” value, or fair value of the
asset under IFRS, as opposed to quoted market value or some other observable input. The term “appraisal” is not explicitly defined under IFRS.

 The
company determines fair value using valuations completed by internal appraisers and professional business valuators using a market participant view. We believe the term “appraisal” is equally applicable for appraisals prepared by internal
appraisers and those prepared by external appraisers.

3.
We note your use of the term “Valuation Items” throughout your filing. Specifically, we note that you have used this term as a heading on the face of your statements of operations to refer to the line items
“Fair value changes” and “Depreciation and amortization.” We also note that you use the term “Valuation Items” as the title of Other Segment Information in your segment footnote. In addition, you disclose on page 35
that the total amount of valuation items on an entity basis is a non-IFRS measure. Thus, it appears that the term “Valuation Items” has various definitions. Please revise your disclosure to provide distinct titles for the various terms so
that investors can clearly understand what the measures represent particularly in light of the fact that some of them are calculated on a basis consistent with IFRS and others are not.

We have discontinued the use of Valuation Items within our MD&A beginning with our 2013 Annual Report and Form 40-F. We will not include title “Valuation
Items” in our December 31, 2013 Consolidated Financial Statements.

4.
We note your responses to comments nos. 10, 12, 13, 14 and 15 of our comment letter dated September 3, 2013 in which you state that you will include the requested information to the extent you consider it
material in the context of the company’s consolidated financial statements. Please confirm that you will provide the requested information or provide us with a detailed analysis of why you believe that the requested disclosure is not material.
We may have further comment.

 Following the formation of BPY the company completed the reorganization of its structure as noted in our response to
question #1 above regarding Base Case Value. The company’s 2013 MD&A will focus on discussing our segmented results in a manner that disaggregates segment FFO and segment equity between the major listed entities and privately held
operations. Accordingly, with virtually all of the company’s property operations now held by a separate reporting issuer (BPY), we have revised our approach to the disclosure of our Property segment to focus on the results of BPY and a summary
of its material operating metrics. We do not believe that the reproduction and discussion of the BPY lease maturity table, for example, is material to our investors in this context.

Part 3 – Business Segment Results

 Segment Operating and Performance
Measures, pages 34 – 36

5.
We have considered your response to comment 4 and your definition of FFO. We note that your FFO measure includes certain disposition gains that are not otherwise included in net income as determined under IFRS.
Please expand your definition of FFO to clearly state that you are adjusting disposition gains on certain asset classes disposed of within the current year for the fair value changes and revaluation surplus recorded on those assets in prior years
either through net income or directly in equity. Also, expand your explanation of why these adjustments are meaningful to investors and management, and revise the title “Disposition G

February 18, 2014

VIA E -Mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Brookfield Place
P.O. Box 762
181 Bay Street, Suite 330
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
  Form 40 -F for the year ended December 31, 2012
Filed on April 2, 2013
File No.  033-97038

Dear Mr. Brian D. Lawson:

We have reviewed yo ur response letter dated October 7, 2013  and have the following
comment s.  In our comment s, 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 providing the requested
information or by advising us when you will provide the requested response. If  you do not
believe our comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comment s, we may
have additional  comments.

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2012

General

1. We note you have presented certain financial measures within your Supplemental
Information and your Investor Day Presentation provided on your website.    For the
following measures identified below, please provide to us additional information
including a d etailed discussion of how these measures are calculated, what these
measures represent, and why these measures are presented.    Your response should
provide better insight into how your management utilizes these particular measures, their
meaningfulness to  investors, and how the measures are derived from your IFRS financial

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
February 18, 2014
Page 2

 statements.    Please address each of the following measures separately.   We may have
further comment.
 Annualized Fee Base
 Target Carried Interest
 Unrealized Carried Interest
 Base Case Value
 FFO From Operating Activities
 Gross Profit Margin for Asset Management Line
 Net Income Presented Within Summarized Financial Results.

2. We also note your use of the term “Appraisal Gains” in the Supplemental Information on
your website.   Please define this term for us, and clarify if the reference to appraisals is
related to third -party appraisals or internally generated valuations.   If the gains are not
determined through reliance on third -party appraisals, please tell us why you believe it is
appropriate to use the term “Appraisal Gains.”

3. We note your use of the term “Valuation Items” throughout your filing.   Specifically, we
note that  you have used this term as a heading on the face of your statements of
operations to refer to the line items “Fair value changes” and “Depreciation and
amortization.”   We also note that you use the term “Valuation Items” as the title of Other
Segment Info rmation in your segment footnote.   In addition, you disclose on page 35 that
the total amount of valuation items on an entity basis is a non -IFRS measure.   Thus, it
appears that the term “Valuation Items” has various definitions.    Please revise your
discl osure to provide distinct titles for the various terms so that investors can clearly
understand what the measures represent particularly in light of the fact that some of them
are calculated on a basis consistent with IFRS and others are not.

4. We note  your responses to comments nos. 10, 12, 13, 14 and 15 of our comment letter
dated September 3, 2013 in which you state that you will include the requested
information to the extent you consider it material in the context of the company’s
consolidated fina ncial statements. Please confirm that you will provide the requested
information or provide us with a detailed analysis of why you believe that the requested
disclosure is not material. We may have further comment.

Part 3 – Business Segment Results

Segme nt Operating and Performance Measures, pages 34 – 36

5. We have considered your response to comment 4 and your definition of FFO.    We note
that your FFO measure includes certain disposition gains that are not otherwise included
in net income as determined u nder IFRS.    Please expand your definition of FFO to
clearly state that you are adjusting disposition gains on certain asset classes disposed of
within the current year for the fair value changes and revaluation surplus recorded on
those assets in prior ye ars either through net income or directly in equity.   Also, expand
your explanation of why these adjustments are meaningful to investors and management,

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
February 18, 2014
Page 2

 and revise the title “Disposition Gains” throughout your filing to indicate that a
significant portion of the gains are not included in net income in the current year (e.g.,
“Adjusted Disposition Gains”).

6. We note that you make significant adjustments to the most directly comparable IFRS
measures when determining and presenting your non -IFRS measures, in pa rticular related
to the Disposition Gains component of FFO and Valuation Items.   Notwithstanding our
other comments, please tell us what consideration you gave to whether your use of such
significant adjustments for items not included in current year net i ncome confuses or
obscures the most directly comparable IFRS measure to such an extent that the measures
may be confusing to investors.   We may have further comment.

7. We have considered your response to comment 5.    We are unable to agree with your
position that revenue is the most comparable measure to NOI and SOI because there are
fewer reconciling items.   We believe net income is the most comparable measure to NOI
and SOI since they are all measures of profit/loss that include costs as well as
revenue s.   Please revise accordingly.

Asset Management and Other Services, pages 39 - 43

8. We have considered your response to comment 8; please address the following additional
items regarding the annualized fees disclosed on page 40 :
 Revise your disclosure to  present this annualized forward -looking information in a
table separate from your presentation of historical results of operations accounted for
under IFRS and include the appropriate cautionary language.   Also, discuss any
material differences between an nualized amounts previously disclosed and actual
results.
 Revise your disclosures to provide more clarity into how these annualized amounts
are determined including any significant assumptions you relied upon.    For example,
we note that base management f ees are based on capital committed or invested and
contractual arrangements at December 31, 2012.    Please quantify each of the
amounts related to capital committed and capital invested, and disclose the terms (or a
range of the terms) of the related contr actual arrangements used in the calculations for
each type of capital.
 We note your disclosure on page 36 which states that you typically earn base
management fees on capital from the time that it is committed until such time that it is
invested.   You re fer to that time as the investment period.   Please tell us if rates at
which you earn fees on capital during the investment period differ from the rates once
the capital is invested.   If so, expand your disclosure to discuss this fact as well as the
impact  on the annualized fee amounts.
 We also note your disclosure on page 42 related to private fund capital.   You state
that on occasion you let investment periods lapse without fully investing available
capital if you are not satisfied with potential return s.  Please advise us of your
historical experience with letting investment periods expire and quantify the amount
of capital related to these expirations.   Disclose the amount of capital for which the

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
February 18, 2014
Page 2

 investment period ends over the next 12 month period an d your assumptions related
to this capital in the annualized fee amounts.
 Discuss the circumstances, if any, under which the commitments of capital could be
broken (i.e., if they are not firm commitments), and your basis for including the
related amounts  in your calculation of annualized base management fees, if
applicable.
 In addition, in order to provide balanced disclosure, please disclose the expected costs
that will be incurred in order to earn these annualized fees, and the basis for your
estimate.

Part 4 – Capitalization and Liquidity

Cash and Financial Assets, page 68

9. We have considered your response to comment 18 and your proposed revised
disclosures.    Please also revise to include a notation to the column labeled “Funds from
Operations” to de fine what these amounts represent as outlined within your response, and
reconcile the amounts to line items recorded in your IFRS statement of operations.

Note 3 – Segmented Information, pages 102 – 108

10. We have considered your responses to comments 3 and  20 and reviewed your proposed
revised disclosures.    Your proposed reconciliation still contains a subtotal that represents
total entity FFO, which is a non -IFRS measure.   Please revise to remove such subtotal
and, instead, reconcile total reportable segm ent profit or loss to entity profit or loss in
accordance with paragraphs 16 and 28(b) of IFRS 8.   In this regard, we note that you
have included a line item in your FFO subtotal that is labeled as “Corporate/Unallocated”
which does not represent a reporta ble segment.   Instead, the amounts attributed to
“Corporate/Unallocated” should be broken down and included as part of the adjustments
to reconcile reportable segment FFO to net income.

11. We note your disclosure of Other Segment Information - Valuation It ems in (d) of your
segment footnote.   You present a Consolidated total amount for the Valuation Items
which is an entity based amount, and your disclosure on page 35 indicates that it is a non -
IFRS measure.   Please remove this total from your segment footn ote and revise to
reconcile the total reportable segment Valuation Items to the corresponding entity based
IFRS amounts as required by paragraph 28(e) of IFRS 8.

12. We note your proposed disclosure of revenue by business line.   We also note that you
have identified 13 business lines, but only identified five operating segments in your
segment footnote disclosure.   Please tell us how you determined that you only have five
operating segments.   In particular, we question whether your Asset management,
Construction and property services, Private equity, and Residential development business
lines are actually four separate operating segments.   In this regard, we note that an
operating segment should be determined at the level that operating decisions are mad e,

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
February 18, 2014
Page 2

 rather than overall strategic decisions.   Please provide us with a full analysis with
reference to IFRS 8.

13. Please expand your disclosure to comply with paragraph 33(a) of IFRS 8 which requires
that an entity disclose its basis for attributing rev enues from external customers to
individual countries.

Exhibit 99.2 to Form 6 -K filed April 9, 2013

Principal Holders of Voting Shares, page 6

14. Please supplementally provide us with the organizational chart of Partners Limited and
the shareholders’ ag reement to which each shareholder of Partners Limited is a party.

15. We note your disclosure that “the business purpose of Partners Limited is, among other
things, to hold shares of the Corporation, directly or indirectly, for the long term.”   Please
tell us  whether Partners Limited has any business operations other than to hold your
shares and describe such operations.

16. We note your disclosure that “as at March 20, 2013, there were 44 shareholders of
Partners Limited, none of whom holds more than 20% effective equity interest in Partners
Limited.”   Please explain to us what you mean by “effective equity interests.”    Also ,
please tell us how these equity interests are valued and how they are acquired by your
current and former executives and directors.   To the extent they are acquired yearly or on
an on -going basis, please explain the process.   We may further comment.

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 the disclosures they have made.

You may contact Wilson K. Lee at (202) 551 -3468 or me at (202) 551 -3782 if you hav e
questions regarding comments on the financial statements and related matters.  Please contact
Folake Ayoola at (202) 551 -3673 or Jennifer Gowetski at (202) 551 -3401 with any other
questions.

                                                                     Sincerely,

  /s/ Jessica Barberich

         Jessica Barberich
         Assistant Chief Accountant

CORRESP
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CORRESP

 October 7, 2013

Division of Corporation Finance

 U. S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention: Jessica Barberich

RE:
Brookfield Asset Management, Inc.

 Form 40-F for the year ended December 31, 2012

Filed on April 2, 2013

 File
No. 033-97038

 Thank you for your letter dated September 3, 2013. For your reference we have included, along with our responses, each of your
questions in italics using the same numbering references in your letter.

 FORM 40-F FOR THE YEAR ENDED DECEMBER 31, 2012

Exhibit 99.2

 Part 1 – Overview and Outlook

 Consolidated Financial Information, page 19

1.
You indicate that a large variance in revenues within a business that is largely owned by non-controlling interests may have a relatively small impact on net income attributable to shareholders. Please clarify this
statement to us and describe in more detail why this would be the case.

 Brookfield’s consolidated financial statements include the
results of a number of partially owned entities. The company’s consolidated revenues reflect 100% of any variance in revenues of a consolidated partially owned entity, while a portion of the corresponding variance in net income is attributed to
non-controlling interests. The resulting net income attributable to Brookfield shareholders only reflects the remaining portion of any variance in the consolidated entity’s net income.

 Part 3 – Business Segment Results

Segment Operating and Performance Measures, pages 34 - 36

2.
We continue to question your presentation and discussion of non-IFRS measures. Although you identify several measures as non-IFRS on pages 34-36, you have co-mingled your discussion of the non-IFRS measures with your
IFRS segment profit/(loss) measures in your segment discussion. Please revise your segment discussion to separately discuss the results of all of your segments first on an IFRS basis (e.g., FFO) and then, to the extent you continue to disclose the
non-IFRS measures (e.g., net operating income and segment operating income), on a non-IFRS basis. Your current presentation does not adequately separate and identify the measures and provides undue prominence to the non-IFRS measures.

 The company’s key measure of financial performance is Funds from Operations (“FFO”), as noted on pages 34 and 102 of its
December 31, 2012 Form 40-F. To assist users in their understanding of the company’s financial performance, the company discloses the components of FFO throughout its segment discussion.

The company identifies on page 35 of Form 40-F that two components of FFO, Net Operating Income (“NOI”) and Segment Operating Income
(“SOI”), are non-IFRS measures. The company includes these measures as it believes they are useful in assisting readers’ understanding of changes in a business segment’s FFO.

To the extent the company continues to disclose non-IFRS measures in future filings, these measures will be separated and clearly labeled as such, with IFRS
measures given prominence.

3.
For some of the measures identified as non-IFRS measures, we note you have referenced readers to the reconciliations provided within Note 3. To the extent you continue to present and discuss non-IFRS measures, please
revise to present the related reconciliations alongside such discussion instead of referencing to footnote disclosures which should be presented in accordance with IFRS requirements. Also, clarify why your footnotes include non-IFRS measures.

 On page 35 of Form 40-F, the company incorrectly noted that it reconciled NOI and SOI to “revenues in Note 3 of our consolidated
financial statements.” The company will remove the incorrect reference in future filings of Form 40-F.

 The company reconciled both NOI and SOI to
revenues on page 39 of form 40-F, immediately following the presentation of the non-IFRS measures on page 37. Furthermore, as both measures are components of FFO, they can be reconciled to FFO using the table on page 37.

The company does not utilize non-IFRS measures in the notes to its consolidated financial statements.

 2

4.
Please further clarify to us the basis for your FFO definition. Specifically, explain your basis for inclusion of disposition gains that are not otherwise included in net income as determined under IFRS. In
particular, explain why management believes it is useful to investors to include the fair value changes and revaluation surplus recorded in prior periods when assessing the financial performance of the company and its segments in the current period.
It does not appear that the definition of FFO would include amounts that are not recorded in the latest year’s financial statements.

The company’s chief operating decision maker uses FFO as defined by the company to assess the company’s investment performance across all asset
classes or segments. As stated on page 34 of the company’s Form 40-F, disposition gains are included because the purchase and sale of assets is a normal part of the company’s business. The company’s definition of FFO includes
previously recorded revaluation amounts, when calculating disposition gains or losses, in order to assess performance over the full life of an investment. IFRS net income, on the other hand, only includes certain fair value adjustments, with others
recorded directly in equity depending on the nature of the asset. The Company’s definition of FFO is consistent in the manner disposition gains or losses are calculated, regardless of asset class, and accordingly, this presentation is additive
to the presentation of IFRS net income.

 Further clarification is included within financial statement Note 3 (page 104), which states that
“disposition gains include gains and losses recorded in net income arising from transactions during the current year adjusted to include fair value changes and revaluation surplus recorded in prior periods. Disposition gains also include
amounts that are recorded directly in equity as changes in ownership as opposed to net income because they result from a change in ownership of a consolidated entity.”

5.
We note you have reconciled net operating income and segment operating income to revenues. It appears that net income is the most comparable measure to net operating and segment operating income, not revenue. Please
revise or explain your basis for determining that revenue was the most comparable measure calculated in accordance to IFRS instead of net income.

The company believes that revenue is the most comparable measure to NOI and SOI because there are fewer reconciling line items between NOI and SOI and revenue
than there are to net income.

 As noted in our response to question 3 above, both measures are components of FFO and can be reconciled to FFO using the
table on page 37, and can be further reconciled in aggregate to net income on page 38.

6.
Since you include a discussion and analysis of your segment performance measures as determined under IFRS 8, you should also include a complete discussion of the reconciling items that are not included in each of the
segment performance measures. Please revise to provide discussion and analysis of the reconciling items that apply to each particular segment being discussed.

Previously the company has discussed the results of all of the material items included in the Corporate/Unallocated column in section 4 of
its December 31, 2012 MD&A - Capitalization and Liquidity.

 In future filings the company will include a summary discussion and analysis of these
results and reconciling items in Section 3.

 3

7.
We note your disclosure of “net invested capital” when discussing your office development, opportunity and finance and when discussing your portfolio valuation of your renewable energy segment. Please
clarify how you define this term, how it is used by management to assess your financial condition and/or performance, and how these amounts relate to your IFRS financial statements.

The company incorrectly included the term “net invested capital” in two instances in Form 40-F, when it intended to use the term “common equity
by segment.”

 Future filings will exclude all references to the term “net invested capital”.

Asset Management and Other Services, pages 39 – 43

8.
We note that you have presented annualized amounts alongside your presentation of results of operations accounted for under IFRS. Please revise to present such information separately from your results of operations
accounted for under IFRS. As a part of your revised disclosures, please discuss the importance of providing such information to investors and how management utilizes this information in assessing and monitoring performance. Also, tell us and
disclose how you calculate the annualized amounts.

 In future filings the company will clearly label this measure as non-IFRS and
provide a discussion of the importance of this measure and how management utilizes this information in assessing and monitoring performance.

 The method
in which asset management revenues are determined is described on page 36 of Form 40-F. Annualized asset management revenues is determined using a consistent methodology as asset management revenue; It is based on the fee bearing capital under
management at period end multiplied by the contractual percentage fee for managing those assets.

9.
Please expand your disclosure to also note the amount of asset management and other fees that are eliminated in consolidation.

Asset management revenues earned within consolidated entities are disclosed in Note 3(c) to the financial statements as this is an adjustment made in forming
the company’s operating segments.

 Property, page 43

The company historically included additional information in its MD&A on its property operations in order to facilitate users understanding of this
business, particularly as part of the business was held through a reporting issuer (Brookfield Office Properties) and a significant portion was held privately. With the formation of Brookfield Property Partners LP, virtually all of the
company’s property operations will be held by a separate reporting issuer and therefore disclosing this information within the company’s Form 40-F may be redundant except to the extent it is considered material to the company.

 4

10.
In future Exchange Act reports, please revise to provide more detail regarding the geographic diversification and tenant concentration of your portfolio. In addition, please revise to clarify the portion of your
portfolio that is fully consolidated on your balance sheets and the portion that is accounted for using the equity method of accounting.

The company will include this information to the extent it is material in the context of the company’s consolidated financial statements.

11.
We note your disclosure on page 44 that you completed the development of the 1 million square foot Brookfield Place office tower in Perth and advanced work on 6 million square feet of office development
projects. In future Exchange Act reports, for material developments, please revise your disclosure to provide the completion date, costs incurred to date and budgeted costs. For completed developments, please disclose costs per square foot,
including whether leasing costs are included.

 We will comply.

12.
We note that leases representing 10.3% and 10.7% are expiring in 2013 for your office and retail properties, respectively. In future Exchange Act reports, please revise, here or elsewhere, as applicable, to include a
more detailed discussion of leasing activity during the reporting period and provide a roll forward of beginning of year vacant space to end of year vacant space with disclosure of new space that became vacant during the period and all space filled
during the period, including new and renewed leases. In addition, please disclose leasing costs, such as tenant improvements and leasing commissions for both new leases and renewals on a per square foot basis. With respect to new and renewed leases,
please provide quantitative disclosure comparing the average base rent per square foot on expiring leases with rates on new and renewed leases.

The company will include this information to the extent it is material in the context of the company’s consolidated financial statements.

13.
We note your disclosure in the tables on pages 46 and 47 with respect to expiring leases for your office and retail properties. In future Exchange Act reports, please revise to provide the annual rental and gross
annual rental represented by such expiring leases. In addition, please discuss the relationship between market rents and expiring rents.

The company will include this information to the extent it is material in the context of the company’s consolidated financial statements.

 5

 Office Properties, page 45

14.
We note your disclosure on page 46 with respect to the strong credit quality of your tenants and that you direct special attention to credit quality to ensure the long-term sustainability of rental revenues through
economic cycles. In future Exchange Act reports, please revise to describe how you monitor tenant credit quality.

 The company will
include this information to the extent it is material in the context of the company’s consolidated financial statements.

 Retail Properties, page
47

15.
We note your disclosure on page 45 with respect to the period to period changes in same store performance for your office properties. In future Exchange Act reports, for your retail properties, please revise to
discuss period to period changes in same store performance and within same store, please address the relative impact of occupancy and rent rate changes.

The company included the analysis on page 45 with respect to its office portfolio to assist readers in understanding period-over-period changes in
consolidated operations. The majority of the Company’s retail operations are held through equity-accounted investments, primarily General Growth Properties Inc. (“GGP”), which is a separate SEC registrant. The results of the
company’s equity accounted income in GGP are discussed in detail on page 47 of Form 40-F in a manner meant to be consistent with GGP’s public disclosures.

The company will consider including a same store analysis on its consolidated retail business line operations in the future, to the extent those results
become material.

 Renewable Power, page 49

16.
We note your disclosure on page 52 that your wholly-owned energy marketing group has entered into purchase agreements and price guarantees with Brookfield Renewable that fix the prices for most of the North American
hydroelectric generation that is not already sold under a long-term contract. In future Exchange Act reports, please revise to provide more detailed disclosure regarding these agreements and how they impact your business operations and revenues. In
addition, please clarify to explain how the majority of these arrangements are offset by you with long-term contracts.

 We will comply.

 6

 Part 4 – Capitalization and Liquidity

Debt to Capitalization, pages 65 – 66

17.
We note that your inclusion of accounts payable and other liabilities and deferred income taxes within your capitalization definition is consistent with how you assess your leverage ratios and how you present them to
your rating agencies. Please clarify for us and revise your disclosure to further discuss your basis for including such amounts as capitalization. Also, please highlight that their inclusion may cause your calculation to not be comparable to ratios
of other companies.

 On page 65 of Form 40-F, the company defines capitalization to include “accounts payable and other liabilities
and deferred income taxes, as well as borrowings, capital securities, interests of others in consolidated funds and equity, which is consistent with how we assess our leverage ratios and how we present them to our rating agencies

September 3 , 2013

VIA E -Mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Brookfield Place
P.O. Box 762
181 Bay Street, Suite 330
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
  Form 40 -F for the year ended December  31, 2012
Filed on April 2, 2013
File No.  033-97038

Dear Mr. Brian D. Lawson :

We have reviewed your filings and have the following com ments. 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 providing the requested
information or by advising us when you will provid e the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

 After reviewing the information you provide in response to these comments, we may
have additional comments.

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2012

Exhibit 99.2

Part 1 – Overview and Outlook

Consolidated Financial Information, page 19

1. You indicate that a large variance in revenues within a business that is largely owned by
non-controlling interests may have a relatively small impact on net income attributable to
shareholders.    Please clarify this statement to us and  describe in more detail why this
would be the case.   We may have further comment.

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 2

 Part 3 – Business Segment Results

Segment Operating and Performance Measures, pages 34 - 36

2. We continue to question your presentation and discussion of non -IFRS
measures.   Although you identify several measures as non -IFRS on pages 34 -36, you
have co -mingled your discussion of the non -IFRS measures with your IFRS segment
profit/(loss) measures in your segment discussion.   Please revise your segment discussion
to separately discuss the results of all of your segments first on an IFRS basis (e.g., FFO)
and then, to the extent you continue to  disclose the non -IFRS measures (e.g., net
operating income and segment operating income), on a non -IFRS basis.   Your current
presentation does not adequately separate and identify the measures and provides undue
prominence to the non -IFRS measures.

3. For some of the measures identified as non -IFRS measures, we note you have referenced
readers to the reconciliations provided within Note 3.    To the extent you continue to
present and discuss non -IFRS measures, please revise to present the related
reconcilia tions alongside such discussion instead of referencing to footnote disclosures
which should be presented in accordance with IFRS requirements.   Also, clarify why
your footnotes include non -IFRS measures.   We may have further comment.

4. Please further cla rify to us the basis for your FFO definition.    Specifically, explain your
basis for inclusion of disposition gains that are not otherwise included in net income as
determined under IFRS.   In particular, explain why management believes it is useful to
investors to include the fair value changes and revaluation surplus recorded in prior
periods when assessing the financial performance of the company and its segments in the
current period.   It does not appear that the definition of FFO would include amounts t hat
are not recorded in the latest year’s financial statements.   We may have further comment.

5. We note you have reconciled net operating income and segment operating income to
revenues.    It appears that net income is the most comparable measure to net ope rating
and segment operating income, not revenue.   Please revise or explain your basis for
determining that revenue was the most comparable measure calculated in accordance to
IFRS instead of net income.

6. Since you include a discussion and analysis of your  segment performance measures as
determined under IFRS 8, you should also include a complete discussion of the
reconciling items that are not included in each of the segment performance
measures.    Please revise to provide discussion and analysis of the re conciling items that
apply to each particular segment being discussed.

7. We note your disclosure of “net invested capital” when discussing your office
development, opportunity and finance and when discussing your portfolio valuation of
your renewable energy  segment.    Please clarify how you define this term, how it is used

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 3

 by management to assess your financial condition and/or performance, and how these
amounts relate to your IFRS financial statements.   We may have further comment.

Asset Management and Oth er Services, pages 39 – 43

8. We note that you have presented annualized amounts alongside your presentation of
results of operations accounted for under IFRS.    Please revise to present such
information separately from your results of operations accounted f or under IFRS.    As a
part of your revised disclosures, please discuss the importance of providing such
information to investors and how management utilizes this information in assessing and
monitoring performance.   Also, tell us and disclose how you calcu late the annualized
amounts.

9. Please expand your disclosure to also note the amount of asset management and other
fees that are eliminated in consolidation.

Property, page 43

10. In future Exchange Act reports, please revise to provide more detail regard ing the
geographic diversification and tenant concentration of your portfolio.   In addition, please
revise to clarify the portion of your portfolio that is fully consolidated on your balance
sheets and the portion that is accounted for using the equity met hod of accounting.

11. We note your disclosure on page 44 that you completed the development of the 1 million
square foot Brookfield Place office tower in Perth and advanced work on 6 million square
feet of office development projects.   In future Exchange Act  reports, for material
developments, please revise your disclosure to provide the completion date, costs
incurred to date and budgeted costs.   For completed developments, please disclose costs
per square foot, including whether leasing costs are included.

12. We note that leases representing 10.3% and 10.7% are expiring in 2013 for your office
and retail properties, respectively.   In future Exchange Act reports, please revise, here or
elsewhere, as applicable, to include a more detailed discussion of leasing a ctivity during
the reporting period and provide a roll forward of beginning of year vacant space to end
of year vacant space with disclosure of new space that became vacant during the period
and all space filled during the period, including new and renewed  leases.   In addition,
please disclose leasing costs, such as tenant improvements and leasing commissions for
both new leases and renewals on a per square foot basis. With respect to new and
renewed leases, please provide quantitative disclosure comparing the average base rent
per square foot on expiring leases with rates on new and renewed leases.

13. We note your disclosure in the tables on pages 46 and 47 with respect to expiring leases
for your office and retail properties. In future Exchange Act reports, please revise to

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 4

 provide the annual rental and gross annual rental represented by such expiring leases.   In
addition, please discuss the relationship between market rents and expiring rents.

Office Properties, page 45

14. We note your disclosure on page 46 with respect to the strong credit quality of your
tenants and that you direct special attention  to credit quality to ensure the long -term
sustainability of rental revenues through economic cycles.   In future Exchange Act
reports, please revise to describe how you monitor tenant credit quality.

Retail Properties, page 47

15. We note your disclosure on page 45 with respect to the period to period changes in same
store performance for your office properties. In future Exchange Act reports, for your
retail properties, please revise to discuss period to period changes in same store
performance and within sa me store, please address the relative impact of occupancy and
rent rate changes.

Renewable Power, page 49

16. We note your disclosure on page 52 that your wholly -owned energy marketing group has
entered into purchase agreements and price guarantees with Broo kfield Renewable that
fix the prices for most of the North American hydroelectric generation that is not already
sold under a long -term contract.   In future Exchange Act reports, please revise to provide
more detailed disclosure regarding these agreements and how they impact your business
operations and revenues.   In addition, please clarify to explain how the majority of these
arrangements are offset by you with long -term contracts.

Part 4 – Capitalization and Liquidity

Debt to Capitalization, pages 65 – 66

17. We note that your inclusion of accounts payable and other liabilities and deferred income
taxes within your capitalization definition is consistent with how you assess your
leverage ratios and how you present them to your rating agencies.    Please cl arify for us
and revise your disclosure to further discuss your basis for including such amounts as
capitalization.   Also, please highlight that their inclusion may cause your calculation to
not be comparable to ratios of other companies.

Cash and Fin ancial Assets, page 68

18. We note that you maintain a portfolio of financial assets funded with surplus
activity.    Please tell us and revise your disclosure to define surplus activity.    Please
clarify how you determine whether to utilize all surplus activi ty to fund investments in

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 5

 financial assets and if the amount of cash and cash equivalents in the table represents un -
utilized surplus.    To the extent a portion of the surplus activity is not utilized to fund
financial assets, please describe how you utilize this cash flow.     Also, further explain the
amounts included in the Revenues, Gains and Direct Costs column.

Note 3 – Segmented Information, pages 102 – 108

19. We note your disclosure that you consider Funds from Operations to be a key measure of
your fi nancial performance.   We also note your disclosure of Net Income by operating
segment in the table on page 103.   It is unclear if Net Income is another measure of
segment profit/(loss) that is used by your chief operating decision maker.   Please explain
or remove Net Income by operating segment.   We may have further comment.

20. We note the reconciliation of total entity FFO to net income disclosed on page
105.  Please remove this reconciliation from your footnote, because total entity FFO
appears to be a non-IFRS measure.   Please also revise your footnote to include a
reconciliation which reconciles total reportable segment profit or loss to entity profit or
loss in accordance with paragraph 28(b) of IFRS 8.

21. Based on your discussion by segment with in Part 3, we note that you disaggregate
information within each segment to a lower level by business line.    Please clarify how
you have complied with the disclosure requirements outlined within paragraph 32 of
IFRS 8.

Note 29 – Other Information, pag e 143

Commitments, Guarantees and Contingencies, page 143

22. Please tell us how you have complied with the disclosure requirements of IAS 37
regarding contingent liabilities related to legal proceedings.

  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 fa cts 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 filings;

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

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 6

 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 K. Lee at (202) 551 -3468 or me at (202) 551 -3782 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Folake Ay oola at (202) 551 -3673 or Jennifer Gowetski at (202) 551 -3401 with any other
questions.

                                                                     Sincerely,

  /s/ Jessica Barberich

         Jessica Barberich
         Assistant Chief Accountant

CORRESP
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CORRESP

 October 17, 2012

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 Attention: Jessica Barberich and Wilson K. Lee

RE:
Brookfield Asset Management Inc.

Form 40-F for the year ended December 31, 2011

 Filed on March 29, 2012

 File No. 033-97038

Thank you for your letter dated August 27, 2012. For your reference we have included along with our responses each of your questions in
italics, using the same numbering references in your letter.

 FORM 40-F FOR THE YEAR ENDED DECEMBER 31, 2011

Exhibit 99.2

 General

1.
We note your disclosure of “net invested capital” throughout your document. Please clarify how you define this term. Furthermore, we note that you disclose
this measure on a segment basis; please aggregate the amounts and tell us how the total relates to your IFRS financial statements. Also, revise your disclosure in future filings to address these points.

Management utilized the terms “net invested capital” and “net tangible asset value” interchangeably when describing
the net asset value of its business and its operating segments in its December 31, 2011 Form 40-F. The company defined net tangible asset value on pages 13 and 79 of Form 40-F; however, the company now recognizes that it did not define the term
net invested capital nor did it state that it used the two terms interchangeably.

 The company included a reconciliation
between common equity as determined in its IFRS financial statements and net tangible asset value, both on a segmented basis and in aggregate, on page 22 of Form 40-F.

 The company will use the term net invested capital exclusively, as opposed to two terms used interchangeably, to describe the value of its business and its operating segments in future filings.

 1

 Earnings Capacity and Dividends, page 7

2.
You state that you believe that you can compound your equity at 12% over the longer term. Please tell us and expand your future filings to discuss your basis for
this statement.

 The company states within its Management Discussion and Analysis on page 13 of Form 40-F
that “our objective is to earn in excess of a 12% annualized total return on the intrinsic value of our common equity, when measured over the long term…”

 Management incorporates several considerations in assessing the appropriateness of this objective. First, the company underwrites most of its investments with a target internal rate of return on a levered
basis of 12% to 15%. These returns are enhanced by lower cost financial leverage such as corporate debt and preferred shares, and reduced by corporate operating costs, but to an extent that is still consistent with the overall objective. Finally,
the company is increasing its revenues from its asset management activities and while the operating margins from this business are currently not particularly impactful on overall returns after deducting direct and indirect costs, the expected growth
should result in an ability to increase our overall returns, even in the face of lower investment returns.

 This
company’s strategy to achieve its objectives are discussed on pages 9 and 10 of Form 40-F under the subtitle “Strategy and Goals” and is expanded on pages 11 to 12 under the subtitles, “Strategy” and “Value
Creation” and on pages 77 to 78 under the headings “Operating Capabilities” and “Key Performance Factors”. The company also discloses key risks that could adversely impact its financial condition on pages 80 to 89 of Form
40-F.

 Finally, we also note that the three, five, ten and twenty year compound return of an investment in the company’s
common shares was 24%, 1%, 20% and 16%, respectively, which is disclosed on page 4 of Form 40-F, and are consistent with the company’s long-term goals.

 Part 1 – Overview

 Basis of Presentation, Key Performance Metrics
and Use of Non-IFRS Measures, page 12

3.
We note the extensive use of non-IFRS measures throughout your document and the prominence of such measures. Please revise your disclosures in future filings to
discuss with equal or greater prominence your measures that are calculated and presented in accordance with IFRS.

 We will comply.

 2

 Part 2 – Financial Review

4.
In footnotes to various tables presented we note that you indicate that the amounts presented include and/or exclude certain things. In future filings, please
quantify these amounts within the footnote.

 We will comply.

5.
We note that the amounts presented as accounts payable and other within tables on page 21 and page 24 differ from each other and also differ from the amount
presented on your IFRS balance sheet on page 94. Please clarify why these amounts differ and reconcile to the balance presented on the IFRS balance sheet.

 The company’s statement of financial position on page 21 of Form 40-F presents its net tangible asset value and intrinsic value, which is determined on a pre-tax basis as defined on pages 13 and 79.
As a result, “accounts payable and other” balances within this presentation exclude the company’s share of the net deferred income tax liability (i.e. the consolidated deferred income tax liability after deducting the consolidated
deferred income tax asset, less the associated non-controlling interest).

 In contrast, accounts payable and other presented
in the capitalization table on page 24 of Form 40-F includes the consolidated deferred tax liability without any reduction to reflect deferred tax assets.

 The following table reconciles “accounts payable and other” within the tables presented on pages 21 and 24 of the company’s Form 40-F to the balances presented on the company’s
Consolidated Balance Sheet on page 94:

Accounts payable and other

Millions

Pg. 21

Pg. 24

 Consolidated Balance Sheet account balances

 Accounts payable and other

$
9,266

$
9,266

 Deferred income tax asset

(2,118
)

n/a

 Deferred income tax liability

5,817

5,817

12,965

15,083

 Less: proportionate share of deferred taxes

(2,247
)

(2,247
)

 Accounts payable and other

$
10,718

$
12,836

 In future filings, the company will modify the capitalization table to ensure proper disclosure of these
adjustments.

 3

 Capitalization, pages 23 – 24

6.
You disclose that your core liquidity as of December 31, 2011 was $3.9 billion, and that it represents cash and financial assets and undrawn credit balances.
Please tell us how this amount relates to the amounts disclosed in your IFRS balance sheet.

 The company
defines core liquidity on page 60 of Form 40-F under the heading “Cash and Financial Assets”, as consisting of “cash, financial assets, and undrawn committed credit facilities” and that it consists of $2.4 billion at the
corporate level and $1.5 billion within our principal operating subsidiaries (i.e. it does not include all cash and financial assets held in all of our consolidated subsidiaries). The accompanying table on page 60 indicates that we reduce cash
and financial assets by any associated deposits and other liabilities in determining the net invested capital.

 The following
table reconciles the company’s consolidated financial statement account balances to its core liquidity:

Millions

Corporate

Subsidiary

Total

 Financial statement account balances

 Cash and cash equivalents

$
41

$
1,986

$
2,027

 Other financial assets

1,934

1,839

3,773

1,975

3,825

5,800

 Less:

 Cash held in operating entities

—

(1,638
)

(1,638
)

 Investment in Canary Wharf Group

—

(856
)

(856
)

 Held to maturity loans and notes receivable

—

(762
)

(762
)

 Other financial assets

—

(221
)

(221
)

1,975

348

2,323

 Adjust for:

 Deposits (1)

(514
)

—

(514
)

 Undrawn credit facilities

913

1,136

2,049

 Core liquidity

$
2,374

$
1,484

$
3,858

(1)
Included in Accounts payable and other in the Consolidated Financial Statements

7.
We note that you indicate the consolidated basis information on the table disclosed on page 24 utilized the same methodology as your IFRS financial statements.
However, footnote 3 to the table indicates that shareholders’ equity includes incremental values and asset management franchise value, which are not values recognized under IFRS. Please clarify and/or revise future filings accordingly. In
addition, please reconcile the shareholders equity amount disclosed in this table to the amounts presented on your consolidated IFRS balance sheet on page 94 and disclose the reconciliation in future filings.

The reference on page 24 of Form 40-F that the “consolidated basis… [uses] the same methodology as our IFRS financial
statements” refers to fact that the consolidated basis of presentation in the table utilizes the same basis of accounting for its investments as is utilized in its IFRS consolidated financial statements (for example: consolidation, equity
method of accounting or account as a financial instrument). The accompanying narrative expands on this point by reminding readers that the consolidation as opposed to equity accounting will impact whether or not the debt issued by investee companies
is included in our consolidated capitalization or not.

 4

 Footnote 3 on page 24 indicates that the determination of shareholders’ equity in
the table is on a pre-tax basis and includes incremental values and asset management franchise value, which is consistent with the company’s determination of intrinsic value, as defined on page 78.

Common equity in the company’s IFRS financial statements is reconciled to intrinsic value on page 25 of Form 40-F.

Values not Recognized Under IFRS, page 25

8.
We note you have provided an estimate of the incremental value of certain items that are not reflected at fair value under IFRS in an effort to arrive at a more
complete and consistent determination of net tangible asset value. Please revise your disclosures in future filings to break down these amounts by asset type and show a separate column with the amounts recorded in the financial statements. Also,
discuss the valuation methods and the significant assumptions utilized by management for each asset type in determining these incremental values. Provide us with your proposed disclosure. Furthermore, clarify if you also include any amounts that are
below the carried values of these assets.

 Incremental values include fair value adjustments of certain of
the company’s assets and businesses, and do not necessarily correspond to any single account balance within the company’s financial statements. Management presents incremental values on a deconsolidated basis (the company’s share of
the adjustment), as opposed to adjusting all appropriate financial statement line items, including non-controlling interest. The company separately discloses the amount of incremental values by operating segment in comparison to its deconsolidated
investment (common equity) in the operating segment on page 22 of Form 40-F.

 The principal objective of the company in
reporting these items is to ensure readers have access to management’s determination of the fair value for assets and businesses that are not otherwise carried at fair value in the consolidated financial statements.

The valuation methodology and significant assumptions utilized by management when determining incremental values are below. Page
references below refer to the disclosures included within the company’s Form 40-F.

•

 Asset management and service activities: The $875 million of Incremental value within this segment includes a $545 million fair value adjustment
related to the company’s construction and property services businesses and a $330 million accrual of performance-based incentive fees (carried interests).

The company records its construction and property services businesses at historical book values under IFRS and records a fair value
adjustment within incremental values, based on a multiple of the businesses normalized EBITDA, derived from industry standards and observable market data.

 5

 Brookfield recognizes performance-based incentive fees based upon the amount that would
be due under the applicable incentive fee formula at the end of the measurement period established by the contract where it is no longer subject to adjustment based on future events, as described in financial statement note 2(l)(i), meaning that
most performance income is deferred until the end of the life of the fund for financial statement recognition purposes. We record an amount within incremental values for the estimated current value of the accrual, net of any direct costs, based on
fund performance up to the end of the relevant reporting period. We believe that this permits readers to effectively monitor the performance of our business and compare our results to asset managers that report performance income on an accrual
basis.

•

 Renewable Power (page 47): The “$300 million of incremental values represents gains relating to long-term power sale contracts that are deferred
for IFRS purposes” and are amortized into net income over the life of the contract. Management recognizes the portion of the gain that is otherwise deferred within incremental values; and notes that the incremental value will be eliminated over
time as the gain is recognized within net income and common equity under IFRS.

•

 Infrastructure: Certain of the company’s infrastructure businesses are recorded at historic book values under IFRS and the company includes an
incremental value for these businesses based on the present value of the company’s estimate of the businesses future cash flows or an appropriate multiple of the rate base determined with reference to comparable market transactions.

•

 Private equity incremental values consist of values for our special situations investments as well as an amount related to our residential development
lands.

 Special Situations (page 57) – Incremental values are determined “based on comparable
transactions and market prices…which in most cases reflect the excess of current valuations over distress acquisition prices.” Certain of our special situations investments are held in private equity funds, which account for their
investments at fair value following Investment Company Accounting. The values utilized in determining incremental values are consistent with the company’s valuations utilized in its private fund financial statements which are audited [in most
cases] and provided to fund investors.

 Residential development (page 58) – “Our development businesses are carried
primarily at historical cost, or the lower of cost and market, notwithstanding the length of time that some of our assets have been held and the value created through the development process. Accordingly, we look to metrics such as stock market
valuations, financing appraisals and comparable market transactions to determine a more current value for these businesses”

 No amounts are included within incremental balances that are below IFRS values.

 6

 In future filings, the company will expand its disclosure of the methodology and
assumptions utilized to determine incremental values.

 Asset Management Franchise value, page 26

9.
We note that you have described some of the assumptions utilized to arrive at the asset management franchise value such as assuming capital under management in your
unlisted funds and managed listed issuers will grow at a rate of 10% over the next 10 years. Please tell us and revise future filings to discuss the basis utilized by management for these assumptions. For instance identify whether the rate of growth
utilized was based on historical and/or empirical information. Also, tell us what is meant by your statement that you will continue to provide information to enable readers to assess your progress and consider these values and assumptions. Please
clarify how this information is provided, whether this information is disclosed in your Form 40-F filing, and if not, why this information has not been incl

August 27, 2012

VIA E -Mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Suite 300
Brookfield Place
181 Bay Street
P.O. Box 762
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
  Form 40 -F for the year ended December  31, 2011
Filed on March 29 , 2012
File No.  033-97038

Dear Mr. Brian D. Lawson :

We have limited our review to only your financial sta tements and related disclosures and
do not intend to expand our review to oth er portions of your documents.   In 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 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, please tell us why in your response.

 After reviewing the i nformation you provide in response to these comments, we may
have additional comments.

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2011

Exhibit 99.2

General

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 2

 1. We note your disclosure of “net invested capital” throughout your document.   Please
clarify how you define this term.   Furthermore, we note that you disclose this measure on
a segment basis; please aggregate the amounts and tell us how the total relates to your
IFRS financial statements.   Also, revise your disclosure in future filings to address these
points.

Earnings Capacity and Dividends, page 7

2. You state that you believe that you can compound your equity at 12% over the longer
term.   Please tell us and expand your future filings to dis cuss your basis for this
statement.

Part 1 – Overview

Basis of Presentation, Key Performance Metrics and Use of Non -IFRS Measures, page 12

3. We note the extensive use of non -IFRS measures throughout your document and the
prominence of such measures.   Please revise your disclosures in future filings to discuss
with equal or greater prominence your measures that are calculated and presented in
accordance with IFRS.

Part 2 – Financial Review

4. In footnotes to various tables presented we note that y ou indicate that the amounts
presented include and/or exclude certain things.    In future filings, please quantify these
amounts within the footnote.

5. We note that the amounts presented as accounts payable and other within tables on page
21 and page 24 dif fer from each other and also differ from the amount presented on your
IFRS balance sheet on page 94.    Please clarify why these amounts differ and reconcile to
the balance presented on the IFRS balance sheet.

Capitalization, pages 23 – 24

6. You disclose that your core liquidity as of December 31, 2011 was $3.9 billion, and that
it represents cash and financial assets and undrawn credit balances.   Please tell us how
this amount relates to the amounts disclosed in your IFRS balance sheet.

7. We note that you indicate the consolidated basis information on the table disclosed on
page 24 utilized the same methodology as your IFRS financial statements.    However,

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 3

 footnote 3 to the table indicates that shareholders’ equity includes incremental values  and
asset management franchise value, which are not values recognized under IFRS.    Please
clarify and/or revise future filings accordingly.    In addition, please reconcile the
shareholders equity amount disclosed in this table to the amounts presented on  your
consolidated IFRS balance sheet on page 94 and disclose the reconciliation in future
filings.

Values not Recognized Under IFRS, page 25

8. We note you have provided an estimate of the incremental value of certain items that are
not reflected at fair v alue under IFRS in an effort to arrive at a more complete and
consistent determination of net tangible asset value.    Please revise your disclosures in
future filings to break down these amounts by asset type and show a separate column
with the amounts rec orded in the financial statements.   Also, discuss the valuation
methods and the significant assumptions utilized by management for each asset type in
determining these incremental values.   Provide us with your proposed
disclosure.   Furthermore, clarify if you also include any amounts that are below the
carried values of these assets.

Asset Management Franchise value, page 26

9. We note that you have described some of the assumptions utilized to arrive at the asset
management franchise value such as assumin g capital under management in your unlisted
funds and managed listed issuers will grow at a rate of 10% over the next 10
years.    Please tell us and revise future filings to discuss the basis utilized by management
for these assumptions.   For instance iden tify whether the rate of growth utilized was
based on historical and/or empirical information.   Also, tell us what is meant by your
statement that you will continue to provide information to enable readers to assess your
progress and consider these values and assumptions.    Please clarify how this information
is provided, whether this information is disclosed in your Form 40 -F filing, and if not,
why this information has not been included.

Part 3 – Review of Operations

General

10. In your review of operation s for renewable energy, we note you have eliminated currency
and hydrology fluctuations in your five year comparison presentation of revenue and for
your review of infrastructure, you have utilized a constant exchange rate in your 3 year
presentation of ne t operating income for utilities and transport and energy.    These
presentations appear to be non -IFRS based.    Please revise future  filings to explain why
these presentations provide useful information to investors and the additional purposes, if
any, fo r which management uses this non -IFRS information.    In addition, for your

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 4

 renewable energy presentation of revenue, please reconcile to revenue in accordance with
IFRS.

Property, pages 40 – 46

11. Please tell us and define in future filings how you determ ined which properties to
designate as existing properties for each year presented.   Specifically discuss if you have
excluded any properties undergoing a redevelopment; if so, clarify your basis for
excluding these properties from existing properties and q uantify the amounts.

12. We note your definition of in -place net rents.   Please clarify if you reflect the impact of
concessions in your calculation.

13. In future filings please expand your disclosures to also quantify historical occupancy
rates and average in -place net rents on an existing property basis.

 Consolidated Statements of Operations, page 95

14. We note that you present unnamed subtotals after “Investment and other income” and
after “Current i ncome taxes” and that these subtotals appear to be operating profit
measures that exclude charges that are integral to your operations.   Thus, in future filings,
please revise your statements of operations to exclude subtotals that exclude items of an
operating nature.   Please provide us with your proposed presentation and refer to
paragraphs 85 and 86 of IAS 1 and IAS 1.BC.56.   Also, we note that you present
revenues less direct operating costs by segment on a net basis in your statements of
operations.   Please tell us your basis for this netted presentation.

Note 7 – Investments, page 118

15. You disclose that certain of your investments in associates are subject to restrictions over
the extent to which they can remit funds to your company in the form or cash dividends,
or repayment of loans and advances.   Please tell us the extent of these r estrictions and
expand your disclosure in future filings to comply with paragraph 37(f) of IAS 28.

16. You disclose the comparison of the fair value of your investment in GGP based on the
publicly listed price to your carrying value which is accounted for u sing the equity
method.   We note that the carrying value exceeds the fair value by almost 30%; please
tell us how you evaluated impairment of this investment.   Please cite the relevant
accounting guidance.

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 5

 Note 8 – Investment Properties, page 120

17. We no te that certain properties are valued by external valuators.    Please clarify whether
the external valuations received have been adjusted significantly and disclose the
adjustments, if any, as well as the reasons for the adjustments.    Reference is made to
paragraph 77 of IAS 40.

Note 9 – Property, Plant and Equipment, pages 120 – 124

18. We note that the unrealized revaluations of property, plant and equipment using the
revaluation method are recorded in revaluation surplus as a component of equity.    Pleas e
clarify whether there are any restrictions on the distribution of the balance of revaluation
surplus to shareholders.    Reference is made to paragraph 77(f) of IAS 16.

  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 Secu rities 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 the disclosures they ha ve 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 filings;

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

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

You may con tact Wilson K. Lee at (202) 551 -3468 or me at (202) 551 -3782  if you have
any questions .

                                                                     Sincerely,

  /s/ Jessica Barberich

         Jessica Barberich
         Assistant Chief Accountant

December 16, 2011
 Via Fax

 Brian Lawson Senior Managing Partner a nd Chief Financial Officer
Brookfield Asset Management Inc Suite 300  Brookfield Place 181 Bay Street P.O. Box 762 Toronto, Ontario Canada M5J2T3
Re: Brookfield Asset Management Inc
 Form 40-F
Filed March 31, 2011 Form 6-K Filed March 24, 2011 File No. 033-97038

Dear Mr. Lawson:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Kevin Woody
Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 November 23, 2011

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention: Kevin Woody and Robert Telewicz

RE:
Brookfield Asset Management Inc.

 Form
40-F

 Filed March 31, 2011

 Form 6-K

 Filed March 24, 2011

File No. 033-97038

 Thank you
for your response to our letter dated October 7, 2011. For your reference we have included, along with our response, your question in italics, using the same numbering referencing in your letter.

Form 6-K filed March 24, 2011

 2010
Annual Report

 Form 40-F

Five-Year Financial Review, page 13

1.
We have considered your response to our prior comment one. We continue to believe that your Non-GAAP measure, as currently titled, does not comply with
Item 10(e)(1)(ii)(E) of Regulation S-K. Please review your disclosure in future filings to fully comply with Item 10(e) of Regulation S-K.

 Management will discontinue the use of the term “net operating cash flow” for its performance measure in future filings of Forms 6-K and 40-F.

In addition to the response above, we hereby acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure in our 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.

 Should you have further questions, please contact the undersigned at (416) 359-8601.

Yours truly,

/s/    Brian D. Lawson

 Brian D. Lawson

 Chief Financial
Officer

November 9, 2011
 Via Fax

 Brian Lawson Senior Managing Partner a nd Chief Financial Officer
Brookfield Asset Management Inc Suite 300  Brookfield Place 181 Bay Street P.O. Box 762 Toronto, Ontario Canada M5J2T3
Re: Brookfield Asset Management Inc
 Form 40-F
Filed March 31, 2011 Form 6-K Filed March 24, 2011 File No. 033-97038

Dear Mr. Lawson:
 We have reviewed your response letter da ted October 7, 2011 and have the following
additional comment.  In our comment, 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease 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 ha ve additional comments.

Brian Lawson Brookfield Asset Management November 9, 2011 Page 2

Form 6-K filed March 24, 2011

 2010 Annual Report

 Form 40-F

 Five-Year Financial Review, page 13

1. We have considered your response to our pr ior comment one.  We continue to believe
that your Non-GAAP measure, as currentl y titled, does not comply with Item
10(e)1(ii)(E) of Regulation S-K.  Please revise your disclosure in fu ture filings to fully
comply with Item 10(e) of Regulation S-K.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Robert Telewicz, Staff A ccountant at (202)551-3438 or the undersigned
at (202)551-3629 if you have questions.
Sincerely,
   /s/ Kevin Woody
Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 October 7, 2011

Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Kevin Woody and Robert Telewicz

RE:
Brookfield Asset Management Inc.

Form 40-F

 Filed
March 31, 2011

 Form 6-K

 Filed March 24, 2011

 File No. 033-97038

Thank you for your response to our letter dated August 19, 2011. For your reference we have included, along with our responses, each of your
questions in italics, using the same numbering references in your letter.

 Form 6-K filed March 24, 2011

2010 Annual Report

 Five-Year
Financial Review, page 13

1.
We have considered your response to our prior comment 1. We continue to believe that the title of your Non-GAAP measure is confusingly similar to cash flow from
operating activities as calculated in accordance with IFRS. Please revise your filing accordingly or explain to us why no revision is necessary. Reference is made to Item 10(e)(1)(ii)(E) or Regulation S-K.

Management recognizes that the terminology used for its performance measure “net operating cash flow” may potentially be
perceived as being similar to the term “cash flow from operating activities” as defined under IFRS; however, management does not consider the terms to be confusingly similar for the following reasons:

•

 The company defines “net operating cash flow” as a Non-IFRS measure on page 12 of its Form 6K. Management uses net operating cash flow as an
important benchmark for valuing many of the company’s assets and operational efficiency, as well as for investment decisions. The company discloses this rationale for such use on pages 12,14 and 22 of its 6-K. Furthermore, the company discloses
the methodology for determining the measure and reconciles operating cash flow, which it uses as a performance measure, against net income, the closest measure determined under IFRS, as required by Item 10(e) of Regulation S-K.

•

 Management’s discussion of “cash flow from operating activities” as presented in the Consolidated Statements of Cash Flows has been
consistently limited to a section of the Form 6-K dedicated specifically to the review of those statements and it is not discussed elsewhere in the Form 6-K.

•

 The company has consistently utilized the term “cash flow from operations” and/or “operating cash flow” to assess the performance
of its operations since 2001. The consistent use of the measure over time has resulted in a widely accepted usage, and understanding of the term, by its stakeholders, including analysts and investors.

•

 The company’s stakeholders utilize this measure in their valuations and analysis of the company and its operations.

•

 The company recognized the consistency and predictability of net operating cash flow as a performance measure during the company’s adoption of
IFRS. The company believes that it assists stakeholders to better understand the company’s operations and performance whereas the GAAP performance measure, net income, is more volatile under IFRS in comparison to net income determined under
Canadian GAAP or U.S. GAAP, the company’s previous accounting regimes.

•

 The company believes that given the well accepted use of its performance measure amongst all of its stakeholders and the length of time which the
company has used the measure, if the company was required to change the terminology of this performance measure to another term, such a change would cause confusion to the users of its financial statements.

Based on the aforementioned, management believes that the use of the term, “net operating cash flow” as a performance measure is
widely understood and accepted by the users of its financial reports.

2.
The following are our responses to your second question, which we have separated into two sections (i, and ii) to link our responses:

i.
Based on your continued reconciliation of “net operating cash flow” to cash flow from operating activities calculated in accordance with IFRS, it appears
that you use “net operating cash flow” as both a performance measure and a liquidity measure. Additionally, in response to our prior comment 2, you state that “Management uses this measure as it differentiates between the ongoing cash
generating activities of the underlying assets (similar to Funds From Operations for real estate companies) and items that are reflective of changes in the carrying values of the underlying businesses.” This also makes it appear that management
uses this measure as both a performance and a liquidity measure.

 The company uses the term “net
operating cash flow” solely to evaluate the performance of its business, not as a liquidity measure. In order to avoid any potential confusion over the use of this measure, management will remove the reconciliation of this performance measure,
net operating cash flow, to IFRS’s liquidity measure, “cash flow from operating activities” in future filings.

Management’s previous response to question 2 in our July 15, 2011 letter stated that:

“Management uses this measure as it differentiates between the ongoing cash generating activities of the underlying assets
(similar to Funds From Operations for real estate companies) and items that are reflective of changes in the carrying values of the underlying businesses.”

 A better description of how management uses this metric would be as follows:

 “Management uses this measure as it
differentiates between the cash flow generated by the underlying assets on an ongoing basis (similar to Funds From Operations for real estate companies) and items that are reflective of changes in the carrying values of the underlying
businesses.”

ii.
As such, we remain unclear how presenting this measure on a per share basis doesn’t violate the provisions of ASR 142. Furthermore, we are unclear how adjusting
this measure for “net change in working capital balances and other” complies with the requirements of Item 10(e)(1)(ii)(A) of Regulation S-K.

 As noted in our response to question 2(i) above, net operating cash flow is a performance measure and not a liquidity measure. As such, the company believes that the per share provisions of ASR 142 and
the requirements of Items 10(e)(1)(ii)(A) of regulation S-K are not applicable.

 In addition to the responses above, we hereby acknowledge the
following:

•

 the company is responsible for the adequacy and accuracy of the disclosure in our 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.

 Should you have further questions, please contact the undersigned at (416) 359-8601.

Yours truly,

/s/ Brian D. Lawson

Brian D. Lawson

 Chief Financial Officer

September 8, 2011
 Via Fax

 Brian Lawson Senior Managing Partner a nd Chief Financial Officer
Brookfield Asset Management Inc Suite 300  Brookfield Place 181 Bay Street P.O. Box 762 Toronto, Ontario Canada M5J2T3
Re: Brookfield Asset Management Inc
 Form 40-F
Filed March 31, 2011 Form 6-K Filed March 24, 2011 File No. 033-97038

Dear Mr. Lawson:
 We have reviewed your response letter da ted August 19, 2011 and have the following
additional 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Brian Lawson Brookfield Asset Management September 8, 2011 Page 2

Form 6-K filed March 24, 2011

 2010 Annual Report

 Five-Year Financial Review, page 13

1. We have considered your response to our prio r comment 1.  We continue to believe that
the title of your Non-GAAP measure is confus ingly similar to cash flow from operating
activities as calculated in accordance with IF RS.  Please revise your filing accordingly or
explain to us why no revision is  necessary.  Reference is made  to Item 10(e)(1)(ii)(E) of
Regulation S-K.

2. Based on your continued reconciliation of “net  operating cash flow” to cash flow from
operating activities calculated in accordance with IFRS, it appears that you use “net
operating cash flow” as both a performan ce measure and a liquidity measure.
Additionally, in response to our  prior comment 2, you state th at “Management uses this
measure as it differentiates between th e ongoing cash generating activities of the
underlying assets (similar to Funds From Operat ions for real estate companies) and items
that are reflective of changes in the carryi ng values of the underlying businesses.”  This
also make it appear that management uses this measure as both a performance and a
liquidity measure.  As such, we remain unclear how presenting this measure on a per
share basis doesn’t violate the provisions of  ASR 142.  Furthermore, we are unclear how
adjusting this measure for “net change in working capital balances and other” complies
with the requirements of Item 10(e)(1(ii)(A) of Regulation S-K.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Brian Lawson Brookfield Asset Management September 8, 2011 Page 3

 You may contact Robert Telewicz, Staff A ccountant at (202)551-3438 or the undersigned
at (202)551-3629 if you have questions.
Sincerely,
   /s/ Kevin Woody
Kevin Woody Accounting Branch Chief

CORRESP
1
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Corresp

 August 19, 2011

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 Attention: Kevin Woody and Robert Telewicz

RE:
Brookfield Asset Management Inc.

Form 40-F

 Filed
March 31, 2011

 Form 6-K

 Filed March 24, 2011

 File No. 033-97038

Thank you for your response to our letter. For your reference we have included along with our responses each of your questions in italics, using the same
numbering references in your letter.

 Form 6-K filed March 24, 2011

 2010 Annual Report

 Five-Year Financial Review, page 13

1.
The following are our responses to your first question, which we have disaggregated into three sections (i,ii, and iii) to link our responses:

i.
“We continue to believe that your use of two terms to describe one financial measure is confusing.”

The company will use the term “net operating cash flow” exclusively, as opposed to two terms used interchangeably, to evaluate
the performance of its business in future filings.

ii.
“Further, we are unclear how you arrived at the conclusion that the title of this measure is not confusingly similar to cash flow from operation activities as
calculated in accordance with IFRS. Reference is made to Item 10(e)(1)(ii)(E) of Regulation S-K.”

The company believes that its commitment to utilize “net operating cash flow” exclusively will prevent any confusion as it does
not consider the term to be confusingly similar to any descriptions used for GAAP financial measures.

iii.
Finally, given your assertion that “cash flow from operations” and “net operating cash flow” is a performance measure, explain to us how you
determined it would be appropriate to reconcile the measure to a liquidity measure calculated in accordance with IFRS, cash flow from operating activities, rather than a performance measure such as net income.

The company primarily reconciles net operating cash flow to net income, the most directly comparable measure under GAAP. The company also
reconciles net operating cash flow to cash flow from

operating activities as noted below, but only within a section of Form 6-K specifically dedicated to discussing the Consolidated Statement of Cash Flows. Furthermore, this particular
reconciliation is not referenced in any discussion of reconciling the two primary performance measures (i.e. net income and net operating cash flow).

 Management believes the reconciliation within this section is appropriate for the following reasons:

 The company uses the indirect method when reporting cash flows from operating activities, as allowed under International Accounting Standard 7, Statement of Cash Flows, (“IAS 7”) paragraph 18.
Under the indirect method, net income (i.e. a performance measure) is adjusted for the effects of transactions of a non-cash nature to determine cash flow from operating activities in the Consolidated Statement of Cash Flows (a liquidity measure).
On page 66 of Form 6-K, management summarizes and discusses the company’s consolidated cash flows as reported in the Consolidated Statements of Cash Flows. Included, as a component of this analysis, is a reconciliation between management’s
performance measure, net operating cash flow, and the IFRS liquidity measure, cash flow from operating activities. This analysis enables users to reconcile between management’s performance measure and IFRS’s liquidity measure, consistent
with the required reconciliation between net income and cash flow from operating activities as reported in the Consolidated Statement of Cash Flows.

 In order to avoid any potential confusion, management will amend the disclosure in the Basis of Presentation – Use of Non-IFRS Accounting Measures section of its Form 6-K in future filings (pg 12 of
Form 6-K) to substantially the following:

 “We derive net operating cash flow from the information contained in our
consolidated financial statements, which are prepared in accordance with International Financial Reporting Standards (“IFRS”). We define net operating cash flows as net income prior to such items as fair value changes, depreciation and
amortization, and future income tax expenses. Management uses net operating cash flow as a key measure to evaluate the performance of its business as opposed to a liquidity measure. In addition, it serves as an important benchmark in valuing most of
our assets and our operational efficiency. We provide a reconciliation between net operating cash flow and net income, the most comparable measure calculated under IFRS, on page 68.”

Finally, management believes that the very act of reconciling the two measures specifically highlight the different nature of the two
measures, particularly the inclusion of changes in working capital in the liquidity measure. The company will add language in, or discussion of, the reconciliation in future filings to emphasize this distinction.

2.
“Please explain to us in greater detail the rationale for each adjustment made to net income to arrive at cash flow from operations.”

 The primary adjustments between net operating cash flow and net income are disclosed on pages 74 and 75 of
Form 6-K. Net operating cash flow is defined as net income prior to fair value changes, depreciation and amortization, and deferred income taxes. Management uses this measure as it differentiates between the ongoing cash generating activities of the
underlying assets (similar to Funds From Operations for real estate companies) and items that are reflective of changes in the carrying values of the underlying businesses. The company believes that this is a well accepted distinction in measuring
performance and provides valuable information to the users of our financial disclosures.

 Fair value changes include mark-to-market gains and losses on certain of the
company’s assets and financial instruments that are required to be recorded at fair value with changes in value recorded in net income. This includes, for example, all of our commercial office and retail properties that are classified as
investment properties under IFRS. Certain of the company’s other operating assets and financial instruments are also recorded at fair value, such as the property, plant and equipment within our renewable power operations; however, changes in
their value are recognized in other comprehensive income.

 Depreciation and amortization consists of depreciation of the
company’s property, plant and equipment; some of which are recorded at fair value through other comprehensive income as noted above. Management believes the best disclosure is to present depreciation and amortization in close proximity to Fair
Value Changes in the Statement of Operations. The company has historically differentiated depreciation from net operating cash flow because deprecation implies that these assets decline in value on a pre-determined basis over time, whereas,
management believes that the value of most of the company’s assets to which this depreciation applies will typically increase over time, as long as regular sustaining capital expenditures are made, but in any event will not likely change on a
pre-determined basis.

 Deferred income taxes are derived primarily from changes in the value and quality of the company’s
tax losses and the differences between the tax values and book values of its assets, as opposed to current cash liabilities. As a result of recording certain of the company’s assets at fair values, these book values increase or decrease over
time, based on the underlying assets fair value which creates a taxable difference between the book value and tax value of the asset. As a result, the majority of these changes in any given period typically relate to fair value changes and
depreciation, and accordingly the company believes it appropriate to present deferred income taxes in close proximity to the items to which they most frequently relate.

 Consolidated Financial Statements

 Consolidated Statements of Operations, page 97

3.
We have considered your response to our prior comment 4. It appears from the presentation of revenues less direct operating costs on your consolidated statements of
operations that equity accounted income and investment and other income are items that are outside normal operating revenues. As such, we are unclear how you arrived at the conclusion that these items should be included in total revenues on the face
of your consolidated statements of operations. Please explain your rationale to us or revise your consolidated statements of operations accordingly.

 Brookfield is a global alternative asset manager and operator, and owns its interests in its operating companies through a range of public and private companies and partnerships, and also holds
non-operating investments. These interests are acquired and sold periodically, and management considers income derived during the period that a business is owned, as well as any income arising on disposition of a business to be within the course of
its ordinary activities.

 Depending on the company’s ownership interest and its level of decision making, the company
accounts for an investment using: consolidation, the equity method of accounting, or as a financial asset. Management does not consider the basis of accounting of an investment (i.e., consolidation, equity accounted, or as a financial asset) to be a
determining factor of whether the investments returns are part of the company’s normal activities. Accordingly, income generated from all of its investments, as opposed to only income earned on consolidated investments, is considered an inflow
of an economic benefit arising in the normal course, and is included in total revenues in the Consolidated Statements of Operations.

 In addition to the responses above, we hereby acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure in our 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.

 Should you have further questions, please contact the undersigned at (416) 359-8601

Yours truly,

Brian D. Lawson

Chief Financial Officer

August 11, 2011
 Via Fax

 Brian Lawson Senior Managing Partner a nd Chief Financial Officer
Brookfield Asset Management Inc Suite 300  Brookfield Place 181 Bay Street P.O. Box 762 Toronto, Ontario Canada M5J2T3
Re: Brookfield Asset Management Inc
 Form 40-F
Filed March 31, 2011 Form 6-K Filed March 24, 2011 File No. 033-97038

Dear Mr. Lawson:
 We have reviewed your response letter dated July 15, 2011 and have the following
additional 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Brian Lawson Brookfield Asset Management August 11, 2011 Page 2

 Form 6-K filed March 24, 2011

2010 Annual Report
 Five-Year Financial Review, page 13

1. We have considered your response to our prio r comment 1.  We continue to believe that
your use of two terms to describe one financ ial measure is confusing.  Further, we are
unclear how you arrived at the c onclusion that the title of this measure is not confusingly
similar to cash flow from operating activit ies as calculated in accordance with IFRS.
Reference is made to Item 10(e)(1)(ii)(E ) of Regulation S-K.  Finally, given your
assertion that “cash flow from operations ” and “net operating cash flow” is a
performance measure, explain to us how you determined it would be appropriate to
reconcile the measure to a liquidity measur e calculated in accordance with IFRS, cash
flow from operating activities , rather than a performance measure such as net income.

2. Please explain to us in greater detail the rati onale for each adjustment made to net income
to arrive at cash flow from operations.
 Consolidated Financial Statements

Consolidated Statements of Operations, page 97

3. We have considered your response to our  prior comment 4.  It appears from the
presentation of revenues less direct operati ng costs on your consolidated statements of
operations that equity accounted income and investment and other income are items that
our outside normal operating reve nues.  As such, we are unclear how you arrived at the
conclusion that these items should be included in total revenues on the face of your consolidated statements of operations.  Please explain your rationale to  us or revise your
consolidated statements of operations accordingly.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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

Brian Lawson Brookfield Asset Management August 11, 2011 Page 3

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

You may contact Robert Telewicz, Staff A ccountant at (202)551-3438 or the undersigned
at (202)551-3629 if you have questions.
Sincerely,
   /s/ Kevin Woody
Kevin Woody Accounting Branch Chief

CORRESP
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Correspondence

 July 15, 2011

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 Attention: Robert Telewicz and Kevin Woody

RE:
Brookfield Asset Management Inc.

Form 40-F

 Filed
March 31, 2011

 Form 6-K

 Filed March 24, 2011

 File No. 033-97038

Thank you for your letter dated June 24, 2011. For your reference we have included along with our responses each of your questions in italics, using
the same numbering references in your letter.

 Form 6-K filed March 24, 2011

2010 Annual Report

 Five-Year
Financial Review, page 13

1.
We note your use of the measure “cash flow from operations” or “net operating cash flow” throughout your document. Please revise your disclosures
throughout your document to provide one consistent caption for this measure and to clearly differentiate this measure from cash flow from operations per your consolidated statements of cash flows. Additionally, please explain to us and enhance your
disclosure to clarify whether you use this as a liquidity measure or performance measure. To the extent you use this as a liquidity measure, explain to us how you determined it would be appropriate to disclose cash flow from operations per share
considering the guidance in ASR 142. Finally, as you filed your financial statements and financial review in a 6K during the current year, it appears that these measures would be subject to Item 10(e) of Regulation S-K. Tell us how you have
considered this guidance in preparing your current year disclosures.

 Management uses the terms “cash
flow from operations” and “operating cash flows” interchangeably as a key metric to evaluate the performance of its business, not as a liquidity measure. The company states on page 12 of the Form 6-K, under Basis of Presentation in
reference to the use of “cash flow from operations”, as well as certain other non-GAAP metrics, that “management uses these metrics as key measures to evaluate performance”. The company also states in the following
paragraph of the Form 6-K that the two captions are used interchangeably: “We define operating cash flows (which we use interchangeably with cash flow from operations)”. The company will include the same disclosure in its future
interim filings.

 International Financial Reporting Standards (“IFRS”) defines cash flow from operations as
determined in the consolidated statements of cash flows as “cash flow from operating activities.” Management’s performance based metric “cash flow from operations” is calculated in a different manner than “cash
flow from operating activities” as determined under IFRS. Management believes that “cash flow from operations” is clearly used in the context of performance measurement throughout the report as opposed to a liquidity measure. The

company has included on page 66 of the Form 6-K a reconciliation between the IFRS liquidity measure (i.e., cash flow from operating activities) and management’s performance measure (i.e.,
cash flow from operations). The company will include a reference under the Basis of Presentation section to the reconciliation between operating cash flow and cash flow from operating activities in future filings.

The company has included the required disclosures in Item 10(e) of Regulation S-K in its 6-K in respect of its use of the non-GAAP
measure cash flow from operations as follows:

i.
The company quantifies cash flow from operations and net income, the most directly comparable GAAP measure, under the heading “Five-Year Financial Review” on
page 13 with equal prominence.

ii.
The company reconciles between cash flow from operations and net income for both the current and prior year on pages 22, 68 and 70 of its 6-K.

iii.
Management uses cash flow from operations as an important benchmark for valuing many of the company’s assets and operational efficiency and for investment
decisions. The company discloses the rationale for such use on pages 12, 14 and 22 of its 6-K.

 The company does
not adjust cash flow from operations to eliminate or smooth items as non-recurring, infrequent or unusual, when a similar gain or charge is likely to recur in the following two years or has occurred in the preceding two years. In certain of the
company’s filings, the company presents cash flow from operations excluding realization gains alongside cash flow from operations, to assist users in the identification and quantification of non-recurring amounts.

The company does not present non-GAAP financial measures on the face of its financial statements or in the accompanying notes. Management
does not consider the use of the term “cash flow from operations” confusingly similar to any descriptions used for GAAP financial measures; however, the company will specifically describe the differences between this metric and “cash
flow from operating activities” in future filings in addition to the current descriptions and differences between cash flow from operations and net income.

 Commercial Properties, page 31

2.
In future periodic filings, please define “in-place” rental rates. Also include quantitative disclosure on the impact that tenant expense reimbursements
and concessions, such as free rent, have on average “in-place” rents.

 The company defines
“average in-place net rents” as the annualized cash amount collected from tenants including tenant expense reimbursements, less the operating expenses incurred for that space, on a per square foot basis. This net rent amount per square
foot excludes the impact of straight-line rent recognition for rent escalations and free rent periods within in-place leases. In 2010, the Company reported under IFRS $1,167 million of commercial property net operating income, of which $17 million,
or 1.5%, represented straight-line rent escalations and free rent amortization. As such, the quantitative impact of concessions is generally not meaningful.

 In future periodic reports commencing with its interim report for the quarter ended September 30, 2011, the Company will disclose its methodology for calculating average in-place net rents and will
provide additional disclosure, to the extent material, concerning the impact of straight-line rent escalations and amortization of free rent periods or other tenant concessions that are excluded from the calculation of average in-place rents.

3.
Please discuss in greater detail your leasing results for the prior period. In this regard, for lease renewals, please discuss tenant improvement costs, leasing
commissions, and tenant concessions. Please provide this disclosure on a per square foot basis.

 Upon the
signing of the majority of its leases, the company provides a capital allowance for tenant improvements (i.e., tenant installation costs) for leased space in order to accommodate the specific space requirements of the tenant. Tenant
improvements that enhance the value of the property are capitalized in the period they are incurred and not when the related lease(s) are signed. Accordingly, the recognition of tenant improvements within the company’s financial statements can
span multiple reporting periods before they are fully recognized. As a result, a per square foot amount that relates to the total amount of tenant improvements recognized in a given reporting period is typically not meaningful or representative of
actual leasing activities.

 Leasing commissions are paid to third-party brokers representing tenants in lease negotiations. The
company incurred $23 million (2009—$24 million) of leasing commissions for the year ended December 31, 2010. The company does not consider the impact of leasing commissions to be material in the context of its consolidated financial
statements. For future periodic reports commencing with its interim report for the quarter ended September 30, 2011, the Company will provide, to the extent material, per square foot disclosure of costs relating to capital allowances for tenant
improvements and leasing commissions related specifically to the leasing activity conducted in the quarter which we understand is a practice followed by issuers with similar commercial office businesses.

Consolidated Financial Statements

Consolidated Statements of Operations, page 97

4.
Please explain to us how total revenues presented here reconcile to total revenues per footnote 21 to the financial statements.

Total revenues presented in the Consolidated Statements of Operations consist of consolidated revenues, whereas Financial Statement Note
21 includes only the revenues which are presented on the consolidated statements of operations as “revenues less direct operating costs.” These latter amounts do not include any revenue derived from the company’s equity accounted
investments or investment and other income, which are presented on a gross basis. The following table reconciles these two items.

 Total revenues

Dec. 31, 2010

Dec. 31, 2009

 Revenue per Note 21

$
10,844

$
8,534

 Equity accounted income

494

353

 Investment and other income1

2,285

2,331

 Total revenues

$
13,623

$
11,218

 1 Presented exclusive of expenses and losses

 Notes to Consolidated Financial Statements

10. Investment Properties

5.
We note in your disclosure that certain adjustments have been made to external valuations conducted by third parties. Please explain to us management’s
rationale for adjusting valuations done by third party appraisers during the current year.

 Under IFRS, the
total amount of contractual rent to be received from operating leases is recognized on a straight-line basis over the term of the lease; a straight-line or free rent receivable, as applicable, is recorded as a component of investment property for
the difference between the rental revenue recorded and the contractual amount received. The company disclosed in Financial Statement Note 19 the amount of straight-line rentals included within investment properties; however, this component of
investment properties was labelled as an adjustment to the external valuations as opposed to “a component of the valuations,” which, with the benefit of hindsight, would be a better description. The company will use this description in
future filings.

 In addition to the responses above, we hereby acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure in our 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.

 Should you have further questions, please contact the undersigned at (416) 359-8601

Yours truly,

Brian D. Lawson

 Chief Financial Officer

June 24, 2011
 Via Fax

 Brian Lawson Senior Managing Partner a nd Chief Financial Officer
Brookfield Asset Management Inc Suite 300  Brookfield Place 181 Bay Street P.O. Box 762 Toronto, Ontario Canada M5J2T3
Re: Brookfield Asset Management Inc
 Form 40-F
Filed March 31, 2011 Form 6-K Filed March 24, 2011 File No. 033-97038

Dear Mr. Lawson:
 We have reviewed your filing and 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Brian Lawson Brookfield Asset Management June 24, 2011 Page 2

 Form 6-K filed March 24, 2011

2010 Annual Report
 Five-Year Financial Review, page 13

1. We note your use of the measure “cash flow from operations” or “net operating cash
flow” throughout your document.  Please re vise your disclosu res throughout your
document to provide one consistent caption fo r this measure and to clearly differentiate
this measure from cash flow from operations per your consolidated statements of cash
flows.  Additionally, please explain to us a nd enhance your disclosure to clarify whether
you use this measure as a liquidity or perfor mance measure.  To the extent you use this
measure as a liquidity measure, explain to us how you determined it would be appropriate to disclose cash flow from operations per share considering the guidance in ASR 142.
Finally, as you filed your fina ncial statements and financia l review in a 6-K during the
current year, it appears that these measures w ould be subject to Item  10(e) of Regulation
S-K.  Tell us how you have considered this  guidance in preparing your current year
disclosures.
 Commercial Properties, page 31

2. In future periodic filings, pleas e define “in-place” rental rate s.  Also include quantitative
disclosure on the impact that tenant expe nse reimbursements and concessions, such as
free rent, have on average “in place” rents.
3. Please discuss in greater detail your leasing results for the prio r period.  In this regard, for
lease renewals, please discuss tenant impr ovements costs, leasing commissions and
tenant concessions.  Please pr ovide this disclosure on a pe r square foot basis.

Consolidated Financial Statements

 Consolidated Statements of Operations, page 97

4. Please explain to us how total revenues pres ented here reconciles to total revenues per
footnote 21 to the financial statements.
 Notes to Consolidated Financial Statements

 10. Investment Properties

5. We note your disclosure that certain adjustment s have been made to external valuations
conducted by third parties.  Please explain to us manageme nt’s rationale for adjusting
valuations done by third party ap praisers during the current year.

Brian Lawson Brookfield Asset Management June 24, 2011 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Robert Telewicz, Staff A ccountant at (202)551-3438 or the undersigned
at (202)551-3629 if you have quest ions regarding comments on the financial statements and
related matters.  Please cont act Kristina Aberg, Staff Attorney  at (202)551-3404 or Tom Kluck,
Legal Branch Chief at (202)551- 3233 with any other questions.

Sincerely,

 /s/ Tom Kluck for

Kevin Woody Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

July 28, 2006

Brian D. Lawson
Managing Partner and Chief Financial Officer
Brookfield Asset Management Inc.
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

Re: Brookfield Asset Management Inc.
  Form 40-F for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
File No. 33-97038

Dear Mr. Lawson:

We have completed our review of your Fo rm 40-F and related filings and have no
further comments at this time.

If you have any further questions regard ing our review of your filings, please
direct them to Tracey Houser, Staff Accountant, at (202) 551-3736, in her absence, me at
(202) 551-3769.

Sincerely,

Rufus Decker
Accounting Branch Chief

CORRESP
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corresp

July 6, 2006

Mr. Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.

20549-7010

    Re:

    Brookfield Asset Management Inc.

    Form 40-F for the Fiscal Year Ended December 31, 2006

    Your File No. 33-97038

Dear Mr. Decker:

I am responding at your request to questions raised by SEC staff during our conference call of June
23, 2006.

Enclosed with this letter is correspondence from our legal counsel, Torys LLP, which addresses the
questions raised during the conference call and, in particular, the doctrine of frustration as it
applies to the key issues in these circumstances as well as relevant case law.

As we stated during the call, the Series 10, 11 and 12 preferred shares issued by Brookfield are
very similar in nature to preferred shares issued by a number of Canadian public companies. There
are currently 33 series of preferred shares issued by 16 companies, with an aggregate value of $6.3
billion. The first issuance of securities of this nature occurred in 1998 and the terms of the
securities remained relatively consistent among subsequent issues. We reviewed a number of issues
and found that the holders’ conversion option and the relevant mechanics (i.e. the concept of the
greater of market price and $2.00 factor) is almost identical in each case. The only substantial
differences among the various issues are the length of time between issue and the availability of
the conversion rights, the currency (i.e. USD versus CAD), the dividend rate, and whether dividends
are cumulative or not.

Brookfield issued the relevant preferred shares between September 2001 and February 2003. At the
time of the first issue by Brookfield, the terms of the securities had become relatively
standardized and served as a precedent for the terms of our preferred shares. Accordingly, the
principal terms that were negotiated were the items in the last sentence of the preceding
paragraph. To our knowledge, there was no discussion concerning the possibility of Brookfield’s
common shares becoming unlisted while the preferred shares remained outstanding.

We submit that the prospect of an issuer’s common shares becoming unlisted was not a material
consideration for the underwriters at the time of issue because the issuers were well seasoned
mature public companies with solid investment grade credit ratings. Of the total value of
preferred shares outstanding, 71% are issued by companies rated A- or better, and the balance were
rated BBB or BBB+ at the time of issuance. Brookfield is rated A- (P2(low)) and A-low (P2(low)) by
Standard & Poor’s and DBRS, respectively. Moody’s rates Brookfield’s corporate debt at Baa3 but
does not provide a rating for Brookfield’s preferred shares.

In our view, the objective of the holder’s conversion option was to provide the holder with an
ability to monetize the preferred share for proceeds approximating the redemption value after a
pre-determined period of time without imposing any obligation on the company to fund the
monetization. This was to be achieved by giving the holder the ability to convert the preferred
share into a sufficient number of the issuers’ common shares which could in turn be sold in the
market. Absent this feature, the value of the preferred share would be influenced by changes in
interest rates and the company’s credit profile (i.e. as though it was a perpetual preferred
share).

As discussed above, the expectation at the time of issuance was that the issuer’s common shares
would continue to be listed and that the holder’s conversion option would operate as contemplated.
However, as discussed during our call, it is clear that there were circumstances whereby the
holder’s conversion offer provides value less than the $25.00 redemption value i.e. if the share
price is less than $2.00 per share. We believe it is important to stress that the economics of
this instrument provide the holder with limited upside and unlimited downside. If one can
reasonably assume that our theoretical share price would be close to zero immediately prior to a
cease-trade order, the value of the conversion option to the holder would be de minimis. We
believe that this economic outcome strengthens the legal opinion that a court would not impose new
obligations on the company as the holders’ rights pursuant to the original conversion terms become
virtually worthless in a cease trade scenario.

Furthermore, we submit that if it was intended that the company be required to issue unlisted
common shares in the event of a conversion request, the articles would have provided for an
appropriate valuation process, including a dispute resolution mechanic, owing to the lack of a
readily independently verifiable “price” for the common shares.

For these reasons, we continue to maintain that the holder’s conversion option is only operable
when the issuer’s common shares are listed and, failing that, the option is not operable and the
preferred shares remain outstanding as perpetual preferred shares until such time as the common
shares are re-listed or the company opts to redeem the preferred shares.

    2

We are anxious to resolve this matter, and would welcome the opportunity to discuss our response
with you in person or by telephone in order to provide you with any other information or commentary
that you would find helpful in achieving this.

Yours very truly,

Brian D. Lawson

Managing Partner & Chief Financial Officer

    3

    Suite 3000

79 Wellington St. W.

Box 270, TD Centre

Toronto, Ontario

M5K 1N2 Canada

tel
416.865.0040

fax 416.865.7380

www.torys.com

               July 6, 2006

Brookfield Asset Management Inc.

P.O. Box 762

Suite 300

BCE Place, 181 Bay Street

Toronto, ON

M5J 2T3

Dear Sirs/Mesdames:

          Re:     Conversion of Class A Preference Shares

          You have requested our advice with respect to the operation of the conversion privileges
attached to the Series 10, 11 and 12 Class A Preference Shares (the “Preference Shares”) in the
event that the Class A Limiting Voting Shares (the “Class A Shares”) were to be de-listed from the
Toronto Stock Exchange (the “TSX”). For this purpose, we have reviewed the rights, privileges,
restrictions and conditions attached to each Series of Preference Shares, as well as the relevant
provisions of the Business Corporations Act (Ontario).

          We are solicitors qualified to practice law in Ontario and this opinion is limited to the
laws of Ontario and the federal laws of Canada applicable therein.

          All capitalized terms which are used but not defined in this opinion have the meanings given
to them in the share conditions attached to the Preference Shares.

Conversion Privileges

          In summary terms, both the Corporation and the Holder have the right, on and after certain
dates, to convert all or any part of each Series of Preference Shares into freely tradeable Class
A Shares.1 The number of Class A Shares to which a Holder is entitled is determined by
dividing the applicable Redemption Price by the greater of (i) $2.00 or (ii) 95% of the weighted
average trading price of the Class A Shares on the TSX over a prescribed period (called the
Current Market Price). If a Holder exercises his or her conversion privilege, the

    1

    The share conditions attached to the Series 11 Preference Shares do not use the
phrase “freely tradeable”, but, for the reasons expressed below, this does not affect the
conclusions reached in this opinion.

- 2 -

Corporation may, at its option, either redeem all or part of the Subject Shares or cause the
Holder to sell all or part of the Subject Shares to another willing purchaser (if one can be
found). If either of those options is exercised, the Corporation is required to pay to the Holder
$25.00 per share, plus accrued and unpaid dividends.

Analysis

    (1)

    The Doctrine of Frustration

    A.

    General Principles

          The resolution of the issue addressed in this opinion involves the interpretation of the
share conditions attached to the Preference Shares, under applicable Canadian legal principles.
Under these principles, share conditions are interpreted in the same manner as are
contracts.2 In our opinion, if the Class A Shares of the Corporation were to be
de-listed from the TSX, neither the Corporation nor any Holder would be entitled to exercise their
respective conversion privileges. This is based on the doctrine of frustration, as it has evolved
and been developed under Canadian contract law principles.3 In our view, this doctrine
is applicable to the interpretation of the rights, privileges, restrictions and conditions
attached to the Preference Shares because they represent, or evidence, the contract (or bargain)
between the Holders and the Corporation. We begin first by summarizing the doctrine of frustration
under Canadian contract law.

          The premise underlying the doctrine of frustration is that there has occurred a supervening
event through the fault of neither party,4 and which their contract does not
contemplate, that constitutes such a fundamental change to the contractual relationship that the
parties ought to be discharged from their respective obligations. It has been expressed in the
following terms:

         ...[F]rustration occurs whenever the law recognises that
without default of either party a contractual obligation has become
incapable of being performed because the circumstances in which
performance is called for would render it a thing radically
different from that which was undertaken by contract... There must be
    ...     such a change in the

    2

    K. P. McGuinness, The Law and Practice of Canadian Business Corporations
(Toronto: Butterworths, 1999), §5.48, at 298: “The construction of share terms, conditions and restrictions is governed by the
ordinary rules of contractual interpretation.”

    3

    Contract law principles are virtually identical in all the common law provinces in
Canada (i.e., all provinces except
Québec), since those principles are essentially derived from English law. Hence, the references in this opinion to
“Canadian” contract law principles can be equated with “Ontario” contract law principles.

    4

    The term “fault” in this context means a deliberate or negligent act or omission on the part of the party invoking
the doctrine of frustration. It does not refer to something which the party cannot prevent or
which is beyond its control: see Paal Wilson & Co. A/S v. Partenreederei Hannah Blumenthal, [1983] 1 A.C. 854 (H.L.),
at 882 and 909; Denmark Productions Ltd. v. Boscobel Productions Ltd., [1969] 1 Q.B. 699, at 725 and 736-37;
Cheall v. Association of Professional, Executive, Clerical
& Computer Staff, [1983] 2 A.C. 180 (H.L.), at 188-89.

- 3 -

    significance of the obligation that the thing undertaken
would, if performed, be a different thing than that contracted
for.5

          In a subsequent leading decision, the concept of frustration was articulated as follows:

         Frustration of a contract takes place when there supervenes an
event (without default of either party and for which the contract
makes no sufficient provision) which so significantly changes the
nature (not merely the expense or onerousness) of the outstanding
contractual rights and/or obligations from what the parties could
reasonably have contemplated at the time of its execution that it
would be unjust to hold them to the literal sense of its
stipulations in the new circumstances; in such case the law
declares both parties to be discharged from further
performance.6

          These tests have been adopted and applied by Ontario courts.7 In effect, the
doctrine of frustration, in its modern formulation, is based on the construction of the contract in
issue.8 Thus, the question for the court is what, on an objective basis, the parties intended would
happen in light of the supervening event that actually occurred, taking into account the language
of the contract and the surrounding circumstances at the time the contract was entered into. The
key issue, therefore, is whether the situation which has developed, following the entering into of
the contract, was or was not within the scope of the contract or the reasonable expectations of the
parties, in each case viewed objectively. Accordingly, what is
not involved is a subjective inquiry
into the actual or presumed intentions of the parties.9

          In this context, two specific subsidiary questions arise. First, would the concept of
“partial frustration” apply, such that the frustration of a Holder’s conversion option would mean
that the parties’ respective rights and obligations under the conversion option are discharged,
but the remaining rights and privileges attached to the Preference Shares remain in full force and
effect? Second, does the doctrine of frustration apply where the events which ultimately occurred
were foreseeable by the parties but were not provided for by them in their contract? We will deal
with each of these questions separately.

    5

    Davis Contractors Ltd. v. Fareham Urban District Council, [1956] A.C. 696 (H.L.),
at 729. English cases are
regularly cited to, and relied upon by, Ontario courts as authoritative expressions of common law
contract principles.
The only exception is where English contract law rules diverge from the rules developed by Canadian courts,
especially the Supreme Court of Canada. That is not the case with respect to the doctrine of frustration.

    6

    National Carriers Ltd. v. Panalpina (Northern) Ltd., [1981] A.C. 675 (H.L.), at 700.

    7

    Capital Quality Homes Ltd. v. Colwyn Construction Ltd. (1975), 61 D.L.R. (3d) 385 (Ont. C.A.); Victoria Wood
Development Corporation v. Ondrey (1978), 92 D.L.R. (3d) 229 (Ont. C.A.).

    8

    In its early formulation, the doctrine of frustration was based on an “implied term”.
This was on the theory that the
contract contained an implied term to the effect that if an underlying premise of the parties’
bargain ceased to exist,
then the bargain was frustrated. Modern courts have recognized that the implied term theory is based to a great
extent on a fiction, and thus that theory has given way over time to the “construction theory”.

    9

    G.H.L. Fridman, The Law of Contract in Canada, 4th ed. (Toronto: Carswell, 2000), at 675-77; Chitty on
Contracts, 29th ed. (London: Sweet & Maxwell, 2004), vol. I, at 1319-21.

- 4 -

    B.

    Partial Frustration

          The concept of “partial frustration” exists under Ontario contract law with the result that
if a particular provision in a contract has been frustrated (in the sense described above) and if
such a provision is severable from the rest of the contract and does not form the very essence of
the bargain the parties reached,10 then the provision will be held to have been
frustrated (i.e., the parties will be relieved of their obligations thereunder), but the remaining
provisions will remain in full force and effect:

         Yet in these cases it is clear that the contract as a
whole is not discharged: the argument is the more limited one that
the occurrence of some new circumstance may excuse (perhaps
temporarily) the performance of a particular obligation without
frustrating the whole contract.

         ...

         ...[I]t is suggested that, while there is much to be said for
recognizing that frustration operates within narrow confines, this
should not prevent the courts from recognizing that a contracting
party who, without fault on his part has been disabled from
performing part of his contractual obligations, may be able to rely
on the supervening event as an excuse for that
non-performance.11

          The leading authority on the doctrine of frustration expresses the concept of partial
frustration in the following terms:

         The common law rule is that if

CORRESP
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filename1.htm

Brookfield Asset Management

Brookfield

Brookfield
Asset Management Inc.

Tel
(416) 363-9491

BCE
Place, 181 Bay Street, Suite 300

Fax
(416) 365-9542

Toronto,
Ontario M5J 2T3

www.brookfield.com

May 18, 2006

Mr. Rufus Decker Accounting

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.

20549-7010

    Re:

    Brookfield Asset Management Inc.

Form 40-F for the Fiscal Year Ended December 31, 2005

Your File No. 33-97038

Dear Mr. Decker:

I am responding to your correspondence dated May 9th of this year.

In your letter you conclude that we could be required to “net cash settle” the conversion option
associated with our Series 10, 11 and 12 Preference Shares and as a result we should restate our
U.S. GAAP balance sheets. I wish to clarify that there is no requirement to “net cash settle” and
have attached an opinion from our Canadian securities counsel (Torys) confirming this.
Accordingly, we continue to maintain that our balance sheets as included in note 24 to our 2005
Form 40-F are fairly presented in accordance with U.S. GAAP.

The prospectuses under which the subject securities were issued do not state that the “passage of
time” is the sole condition precedent {emphasis added} to exercise of the conversion option,
although we agree that it is the condition that is given the most prominence in the prospectuses.
There are other conditions, both implicit and explicit, which are described to the extent
considered necessary by us as well as the underwriters and our respective legal counsels. We
believed at the time, and continue to believe, that the disclosure in the prospectuses for the
Series 10, 11 and 12 Preference Shares contained all material information regarding the subject
securities and therefore satisfied all applicable legal and regulatory requirements. We also note
that it is consistent with that of similar securities issued by other companies. The possibility
that we would not be in a position to issue common shares upon the exercise of the conversion
option is sufficiently remote that we do not believe the additional disclosure you suggest
regarding the definition of “freely tradeable” and the implications for the holders of Series 10,
11 or 12 Preference Shares if we could not issue common shares on the conversion, would be viewed
as material to the investor. Accordingly, we do not believe that restatement of our balance sheets
is appropriate.

We acknowledge the error in the description of the dividend policy for the Series 12 preference
shares in our 2005 Form 40-F, which refers to dividends on those shares as being “noncumulative”
instead of “cumulative”. Given we have always paid the dividends on these preference shares on a
current basis, we propose correcting the disclosure in the next filing of our Form 40-F.

I believe it would be helpful to describe for you our treatment of these securities under Canadian
GAAP. Prior to January 1, 2005 we included the subject securities as equity under both Canadian
GAAP and U.S. GAAP.

You will no doubt have noted that we reclassified the subject securities from equity to liabilities
in our Canadian GAAP balance sheet on a retroactive basis commencing January 1, 2005. This was in
response to and in accordance with new accounting standards issued by the CICA. These standards
applied to both debt and equity securities. We have noted in our prior correspondence that there
continues to be a specific exclusion of “an outstanding share” from the requirement in paragraph 11
of FASB 150 and the exclusion under paragraph 12 of an “outstanding share that embodies a
conditional obligation” from the requirement to account for certain financial instruments as
obligations. Accordingly, we did not reclassify the subject securities in our U.S. GAAP
statements.

As a matter of general policy, we prefer to follow accounting policies that result in consistent
presentation under both U.S. GAAP and Canadian GAAP where this is appropriate and permitted. The
new guidelines issued by the CICA did not, however, coincide with any change in guidance or policy
with respect to U.S. GAAP and accordingly we had no basis on which to reclassify the subject
securities for these purposes. In our review of this issue at the time we were informed that the
pending U.S. pronouncements on Financial Instruments were likely to specifically address this
point, at which time we would be able to more closely harmonize our U.S. GAAP and Canadian GAAP
disclosures.

We also noted that other Canadian issuers of similar securities have followed the same disclosure
as we, and accordingly have reported reconciling items between their U.S. GAAP and Canadian GAAP
financial statements. As a result of discussions with our auditors, we believe that the Office of
the Chief Accountant in the Division of Corporation Finance should be involved in the assessment of
our response due to the detailed nature of the comment raised and what we believe to be a pervasive
issue particularly in the Canadian marketplace and the possibility that this is an issue that might
best be addressed by the SEC in some form of policy statement that would enable Canadian issuers to
adopt a consistent approach to the classification of these uniquely Canadian securities.

As the CFO of the company and signatory to the correspondence with the Commission on these issues,
I have kept our CEO and the Audit Committee abreast of our discussions and have provided copies of
the correspondence to our Board of Directors. As requested in your letter, we acknowledge:

    •

    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.

We are anxious to resolve this matter, and would welcome the opportunity to discuss our response
with you in person or by telephone in order to provide you with any other information or commentary
that you would find helpful in achieving this.

Yours very truly,

Brian D. Lawson

Managing Partner & Chief Financial Officer

Tory’s
letter redacted

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

May 9, 2005

via U.S. mail and facsimile

Brian D. Lawson
Managing Partner and Chief Financial Officer
Brookfield Asset Management Inc.
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

 Re: Brookfield Asset Management Inc.
  Form 40-F for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  File No. 33-97038

Dear Mr. Lawson:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

24.  Difference from United States Generally Ac cepted Accounting Principles, page 88 of
2005 Annual Report

(c)  Balance Sheet Differences , page 92 of 2005 Annual Report

1. We have reviewed your response letters filed on EDGAR on March 13, 2006, April
11, 2006 and April 28, 2006.  In those res ponses, you have indicated that the
preferred shares represent a debt host for purposes of analyzing the criteria in SFAS 133, paragraph 12, and therefore the embedded conversion option is not clearly and

Brian D. Lawson
Brookfield Asset Managem ent Inc.
May 9, 2006
Page 2

closely related to the host contract.  With regard to your analysis of the classification of your Series 10, 11 and 12 Preference Sh ares, we note that upon exercise of a
preference shareholder’s right  to convert the preference shares you are obligated to
issue the preference shareholder “freely tr adeable” Class A Limited Voting Shares, or
Class A common shares.  You have stated that the definition of “freely tradeable”
shares is “shares [that] must not be subject  to any cease trade order and must be listed
on the Toronto Stock Exchange” and you ha ve acknowledged that the determination
of whether you are subject to a cease trad e order and whether your Class A common
shares are listed on the Toronto Stock Exchan ge is not within your control.  Yet, you
indicate that equity classification is appr opriate because you believe that a preference
shareholder’s conversion option would be inoperable if your Class A common shares
were not listed on the Toronto Stock Excha nge.  That is, you belie ve that the holder’s
ability to exercise the co nversion option is contingent  on the shares underlying the
conversion option being listed on the Toronto St ock Exchange on the date of exercise.
This belief appears to be contradicted by the disclosure in the preference shares’
prospectuses.  Those prospectuses identify the passage of time as the sole condition
precedent to the holder’s ability to exercise  the conversion option.  On the basis of
your public disclosure that the passage of time is the sole condition precedent to exercise of the conversion option and because  the issuance of “freely tradeable” Class
A common stock is not within your control, it appears that you c ould be required to
net cash settle the conversion option.  Contract s that could require net cash settlement
cannot be accounted for as equity.  In the absence of any additional information,
please restate your balance sheets prepar ed in accordance with US GAAP and
included in Note 24 to your 2005 Form 40-F.  Please also ensure that your disclosures
within the Form 40-F include all of the pe rtinent terms of the preference shares in
accordance with SFAS 129.  For example, pleas e revise Series 12 preference shares
dividend policy to state that holders r eceive fixed, cumulative preferential cash
dividends instead of fixed, non-cumulative preferential cash dividends.  In addition,
please include a statement that upon conversi on, holders are entitled to receive “freely
tradeable” Class A common shares and your definition of what “freely tradeable”
means.

2. Please tell us when you will file your amended Form 40-F.  We remind you that when
you file your amended Form 40-F, you should appropriately addr ess the following:
• an explanatory paragraph in the reissued audit opinion,
• full compliance with SFAS 154, paragraphs 25 and 26,
• fully update all affected portions of th e document, including MD&A, and selected
financial data,
• updated General Instruction B.6(b) and (e ) of Form 40-F disclosures, including
the following:
o a discussion of the restatement and the facts and circumstances surrounding it,
o how the restatement impacted the CEO and CFO’s original conclusions regarding the effectiveness of their di sclosure controls and procedures,

Brian D. Lawson
Brookfield Asset Managem ent Inc.
May 9, 2006
Page 3

o changes to internal controls  over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or internal controls over financial repor ting to prevent future misstatements of a similar
nature.
• updated certifications.

*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a letter that keys your responses to our comments and provides any requested
information.  Detailed respons e letters greatly facilitate our review.  Please file your
response letter on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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 disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

‚        the company may not assert staff comm ents as a defense in any proceeding
initiated by the Commission or any pe rson under the federal securities laws
of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Brian D. Lawson
Brookfield Asset Managem ent Inc.
May 9, 2006
Page 4

You may contact Tracey Hous er, Staff Accountant, at  (202) 551-3736, or me at
(202) 551-3769, if you have questions regard ing comments on the financial statements
and related matters.

Sincerely,

Rufus Decker
Accounting Branch Chief

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Brookfield

    Brookfield Asset Management Inc.

    Tel (416) 363-9491

    BCE Place, 181 Bay Street, Suite 300

    Fax (416) 365-9642

    Toronto, Ontario M5J 2T3

    www.brookfield.com

April 25, 2006

Via U.S. mail and facsimile

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549-7010

Re:      Brookfield Asset Management Inc. — Preference Shares Series 10 and 11

Dear Mr. Decker:

As per our discussion on April 24, 2006, we are providing you with additional information
concerning our preference shares Series 10 and 11, and the shares to be issued on conversion.

The share conditions for the Series 10 preference shares, as documented in the Articles of
Amendment for the company, require that the shares to be issued upon conversion at the option of
the holder be “freely tradeable.” The conditions are similar to those for the Series 12 preference
shares.

The share conditions for the Series 11 preference shares are silent on this point, however, we have
been advised by our external counsel, who specialize in Canadian securities laws, that because the
conversion ratio in the share conditions is calculated with reference to the price of the company’s
Class A Limited Voting shares on the Toronto Stock Exchange, it is implicit that the shares issued
upon conversion of the Series 11 preference shares at the option of the holder must be listed on
the Toronto Stock Exchange at the time of conversion. If in fact the Class A shares of the company
are not listed on the Toronto Stock Exchange at that time, then there would be no price on which to
base the conversion and therefore no conversion could occur. This same logic holds for the Series
10 and 12 preference shares.

Therefore, in our opinion and that of our external counsel:

    •

    the shares to be issued upon the conversion of the Series 10 and
11 preference shares must be listed on the Toronto Stock Exchange;

    •

    the company is obligated to deliver to holders of Series 10 and
11 preference shares who exercise their conversion option, shares
that are listed on the Toronto Stock Exchange, and the company
would not be required to file a prospectus or obtain a receipt for
the prospectus from applicable Canadian securities regulators in
order to permit the company to issue the shares upon the
conversion or to permit the holder to trade those shares on the
Toronto Stock Exchange because the shares to be issued on

Brookfield

    Brookfield Asset Management Inc.

    Tel (416) 363-9491

    BCE Place, 181 Bay Street, Suite 300

    Fax (416) 365-9642

    Toronto, Ontario M5J 2T3

    www.brookfield.com

    the conversion were qualified by the prospectus filed for the
preferred shares (filing and receipting a prospectus to qualify
the issuance of securities is comparable to the process for
registering securities in the United States); and

    •

    a holder of Series 10 or 11 preference shares is only entitled to
convert its shares into listed Class A Limited Voting shares of
the company.

It is also the opinion of our external counsel that, if a holder attempted to exercise its
conversion option in circumstances where the shares were not listed on the Toronto Stock Exchange,
the holder’s option to convert would be frustrated. Consequently, the holder’s conversion option
would be inoperable, the holder would not be in any way entitled to require the company to settle
the obligation by a cash settlement, and the Series 10 or 11 preference shares would remain
outstanding indefinitely, upon and subject to the remaining terms and conditions attached thereto.

Should you have further questions, please address your letter to the undersigned.

Yours very truly,

Brian D. Lawson

Managing Partner & Chief Financial Officer

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corresp

    Brookfield

    Brookfield Asset Management Inc.

BCE Place, 181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

    Tel (416) 363-9491

Fax (416) 365-9642

www.brookfield.com

April 11, 2006

Via U.S. mail and facsimile

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C 20549-7010

Re: Brookfield Asset Management Inc. Preferences Shares Series 10, 11 and 12

Dear Mr. Decker:

As per our discussion on April 6, 2006, we are providing you with additional information as it
relates to our preference shares Series 10, 11 and 12.

The term “freely tradeable” is not defined in the share conditions for the Series 10, 11 or 12
preference shares nor is it explicitly defined in Canadian securities law in a manner that applies
in this circumstance. The term is generally understood in the Canadian marketplace to mean
securities which are not subject to a “hold period” and which may be traded without qualifying the
trade by prospectus (prospectus qualification is comparable to securities registration in the
United States). However, in this circumstance, we have been advised by our internal counsel and by
our external counsel, specializing in Canadian securities laws, that in order to be “freely
tradeable”, the shares must not be subject to any cease trade order and must be listed on the
Toronto Stock Exchange*. It is also the opinion of our internal and external counsel that if the
holder attempted to exercise its conversion option in circumstances where any of these requirements
were not met, the holder’s option to convert would be frustrated. Consequently, the holder’s
conversion option would be inoperable, the holder would not be in any way entitled to require the
company to settle the obligation by a cash settlement and the Series 10, 11 or 12 preference shares
would remain outstanding indefinitely, upon and subject to the remaining terms and conditions
attached thereto.

* Although the legal interpretation is subject to debate on this point and the company deems
the likelihood of either of these events occurring to be remote, we made these assumptions for
accounting purposes due to the requirement in EITF Topic D-98 that potential redemption triggers be
assessed “without regard to probability”.

Should you have further questions, please address your letter to the undersigned.

Yours very
truly,

Brian D. Lawson

Managing Partner & Chief Financial Officer

CORRESP
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February 27, 2006

Via U.S. mail and facsimile

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C 20549-7010

         Re:

    Brascan Corporation

Form 40-F for the Fiscal Year Ended December 31, 2004

Filed March 31, 2005

File No. 33-97038

Dear Mr. Decker:

Thank you for your letter of December 29, 2005. We have reproduced your questions in this letter
and included our responses thereto. Part of our process has included discussions with our external
auditors. We look forward to discussing this further with you at your convenience.

Question #1

General

    1.

    The Division of Investment Management is in the process of reviewing your response to comment
2 in our letter dated October 31, 2005 regarding whether you are an investment company as
defined in the Investment Company Act of 1940, as amended. Once the review is complete, we
will send you any additional comments.

    Response

    We have since received your follow up letter and have reviewed the additional comments. We are
preparing our response and will submit it separately.

Question #2

23. Difference from United States Generally Accepted Accounting Principles, page 80 of
2004 Annual Report

(a) Income Statement Differences, page 80 of 2004 Annual Report

    2.

    We note your response to comment 4 in our letter dated October 31, 2005. Specifically, you
state that you intend to revise your disclosure to clarify that basic and diluted EPS figures
are equally applicable to Class A and Class B shares. However, you do not tell us how you
intend to clearly communicate this information to investors. We believe including the two
tables and the last paragraph included in your response letter dated December 1, 2005 to this
comment will provide sufficient information regarding your calculation of basic and diluted
earnings per share in accordance with paragraph 61.d. of SFAS 128. As such, please confirm to
us that you will include this information in the footnotes to your audited financial
statements in future filings.

    Response

    At the date of this letter, we have 261,034,397 Class A
common shares and 85,120 Class B common shares outstanding. Given that the Class B shares represent less than 0.1% of the total shares
outstanding, we respectfully request that the following disclosure be considered as sufficient
to demonstrate that both Classes of shares have equal economic attributes, as opposed to the
tabular presentation provided to you:

    “The holders of Class A Limited Voting Shares and Class B Limited Voting Shares rank on parity
with each other with respect to the payment of dividends and the return of capital on the
liquidation, dissolution or winding up of the Corporation or any other distribution of the
assets of the Corporation among its shareholders for the purpose of winding up its affairs.
With respect to the Class A and Class B common shares, there are no dilutive factors, material
or otherwise, that would result in different diluted earnings per share. This relationship
holds true irrespective of the number of dilutive instruments issued in either one of the
respective classes of common stock, as both classes of common stock share equally, on a pro rata
basis in the dividends, earnings and net assets of the company, whether taken before or after
dilutive instruments, regardless of which class of common stock is diluted.”

Question #3

    3.

    We note your response to comment 5 in our letter dated October 31, 2005. Based on your
position that it is your stated policy to exercise your option to redeem for cash as opposed
to allowing conversion as requested by the holder, please revise your disclosure for your
calculation of earnings per share under US GAAP to state that the potential conversion of your
Series 10-12 Class A preferred shares have not been included in the calculation of earnings
per share under US GAAP, as your policy is to exercise your option to redeem these securities
for cash upon request for conversion by the holder. Please provide us with the disclosure you
intend to include in future filings.

2

    Response

    Our future disclosure for US GAAP earnings per share calculation will include the following
policy statement with respect to our Series 10 — 12 Class A preferred shares:

    “The Company’s current policy is to redeem the Preferred Shares Series 10, 11, and 12, through
the payment of cash in the event that holders of the Preferred Shares exercise their conversion
option. As a result, the impact of the conversion of these Preferred Shares has been excluded
from the Company’s diluted EPS calculation. However, the Company is not legally obliged to
redeem these preferred shares for cash and reserves the right to settle the conversion option in
Class A common shares.

Question #4

    (c)

    Balance Sheet Differences, page 83 of 2004 Annual Report

    4.

    We note your response to comment 9 in our letter dated October 31, 2005. It remains
unclear how you arrived at your conclusions to not bifurcate the embedded instruments in
your Series 10-12 and Series 7 Class A preferred shares and to classify as permanent equity
your Series 10-12 Class A preferred shares.

    For your Series 10-12 Class A preferred shares, it is unclear to us how you arrived at your
conclusion for paragraph 12.a. of SFAS 133. Specifically, based on the description of these shares on
pages B-12 — B-17 of the 2005 Annual Information Form, it does not appear that these shares participate
in dividends with your Class A Limited Voting Shares but rather have fixed
cumulative preferential cash dividends with an optional redemption feature, which you have
stated it is your policy to use in the case a shareholder were to exercise its option to convert
the shares into Class A Limited Voting Shares. Furthermore, the terms of your Series 10-12
Class A preferred shares do not perfectly fit the scenario in paragraph 61.1. of SFAS 133 for
securities that are more akin to equity investments.

    For both your Series 10-12 and Series 7 Class A preferred shares, it is unclear how you arrived
at your conclusion that you meet the scope exception under paragraph 11.a. of SFAS 133.
Specifically, your analysis appears to only address the classification of the embedded
instrument. Both criteria listed in paragraph 11.a. of SFAS 133 are required to be met to
qualify for the scope exception. Furthermore, your analysis of the classification of the
embedded instrument as an equity instrument appears to only focus on the option of the holder in
terms of the conversion option. Your analysis should include the holder’s option and your
options.

    As such, please provide us with a comprehensive analysis for your Series 10-12 and 7 Class A
preferred shares, including the following:

    •

    Your analysis as to whether the embedded instrument is considered indexed to your
stock.

    °

    Please refer to paragraph 11.a.(1) of SFAS 133 and EITF 01-6 for guidance.

    °

    Please ensure your analysis includes all redemption and conversion features of
the shares by both you and the holder.

    •

    Your analysis of the classification of the embedded instrument.

3

    °

    Please refer to paragraph 11.a.(2) of SFAS 133 and EITF 01-6 for guidance.
Please ensure your analysis of paragraph 8 of EITF 00-19 fully addresses all redemption
and conversion options of the shares. Specifically, your previous analysis does not
appear to address your ability to redeem the shares at C$25 per share and all unpaid
dividends from time to time with notice provided to the holder. Your analysis should
fully explain why you believe you fall into the situation selected.

    °

    If you determine that the embedded instrument is in the situation for
“contracts that give the company a choice of net-cash settlement or settlement in its
own shares,” then you also need to address paragraphs 12-32 of ETIF 00-19. Please then
provide us with your analysis of these paragraphs.

    °

    Please note that a distribution of your Class A Limited Voting Shares pursuant
to a document filed with a securities regulatory agency or stock exchange is not within
your control but rather the control of the securities regulatory agency or stock
exchange that determines the effectiveness of such document prior to distribution of
such shares.

    •

    If you determine that you do not meet the scope exception of paragraph 11.a. of SFAS
133, please provide us with your detailed analysis of paragraph 12 of SFAS 133 to determine
if you need to bifurcate the embedded instrument.

    °

    For your analysis of paragraph 12.a. of SFAS 133, please refer to paragraph
61.1 of SFAS 133 for guidance. If the terms of the shares do not fit perfectly to the
scenario included in paragraph 61.1 of SFAS 133, you need to provide us with a detailed
explanation as to how you arrived at your conclusion for this criterion.

    °

    For paragraph 12.b. of SFAS 133, since preferred stock instruments are not
carried at fair value, this criterion will be met.

    °

    For paragraph 12.c. of SFAS 133, you need to analyze if the embedded instrument
would meet the definition of a derivative in paragraphs 6 — 9 of SFAS 133 as a stand
alone instrument. Typically, this criterion is met, as conversion options typically
meet the net settlement criteria because the option is settled by delivering shares of
the company, which can be readily converted into cash. As such, please provide us with
a detailed analysis of this criterion, in light of the fact that you state in your
response letter that you fail to meet the criterion in this paragraph.

    Finally, please provide us with a detailed analysis of how you determined your Series 10-12
Class A preferred shares should not be classified outside of permanent equity under EITF D-98,
as revised on September 15, 2005. In addition, please provide us with additional information
regarding your adoption of the amendment to CICA handbook section 3861. Specifically, please
tell us:

    •

    The preferred shares that have been reclassified from permanent equity to liabilities,
which includes the reclassification of the associated dividends to interest expense.

    •

    How you determined that these shares are required to be reclassified from permanent
equity to liabilities along with the associated dividends to interest expense. Please cite
the specific terms of the shares and the corresponding sections of the literature that
require the restatement.

    •

    How you determined such terms of the shares do not also meet the requirements to be
classified outside of permanent equity in accordance with SFAS 150, ASR 268 and/or EITF
D-98.

4

    If after further analysis you determine that the embedded instrument in your Series 7 and/or
Series 10-12 Class A preferred shares requires bifurcation under SFAS 133 and/or you determine
that your Series 10-12 Class A preferred shares should be classified as liabilities, please
provide us with your revised accounting for these shares and/or embedded instruments. If you do
not believe the revision for these shares and/or embedded instruments are material to your
consolidated financial statements, please provide us with your detailed SAB 99 analysis of the
quantitative and qualitative factors.

    Response:

    We have provided the following detailed analysis which supports the conclusions we have reached
in respect of our Series 10-12 Class A preferred shares. In the following table (Table I), we
have summarized all of the key features in the preferred shares Series 10, 11, 12, which we will
reference throughout our analysis. Please note that upon further review we can confirm that the
Series 7 preferred shares were no longer outstanding on December 31, 2004. No amounts were
reflected in the US GAAP balance sheet in respect of these shares however inaccurate disclosure
suggested that some remained outstanding at December 31, 2004 and 2003. We will ensure our note
disclosure to the financial statements clarifies this fact in future filings.

    Key Terms and

    Series 10

    Series 11

    Series 12

    Features

    1.

    Dividends

    Fixed cumulative preferential

cash dividends

    Fixed non cumulative

preferential cash dividends

    Fixed cumulative preferential

cash dividends

    2.

    Redemption at
the option of
the Company
(Issuer)

    On or after September 30, 2008,
the Company may, at its option,
at any time redeem all, or from
time to time any part, of the
outstanding Class A Preference
Shares, Series 10, by the
payment of an amount in cash
for each such share so redeemed
of $25.75 if redeemed before
September 30, 2009, of $25.50
if redeemed on or after
September 30, 2009 but before
September 30, 2010, of $25.25
if redeemed on or after
September 30, 2010 but before
September 30, 2011, and of
$25.00 thereafter plus, in each
case, all accrued and unpaid
dividends up to but excluding
the date fixed for redemption.

    On or after this June 30, 2009,
the Company may, at its option,
at any time redeem all, or from
time to time any part, of the
then outstanding Class A
Preference Shares, Series 11, by
the payment of an amount in cash
for each such share so redeemed
of $25.75 if redeemed before
June 30, 2010, of $25.50 if
redeemed on or after June 30,
2010 but before June 30, 2011,
of $25.25 if redeemed on or
after June 30, 2011, but before
June 30, 2012, and of $25.00
thereafter, in each case
together with, all declared and
unpaid dividends up to but
excluding the date fixed for
redemption.

    On or after March 31, 2014 the
Company may, at its option, at
any time redeem all or any
part, of the then outstanding
Class A Preference Shares,
Series 12, by the payment of an
amount in cash for each such
share so redeemed of $26.00 if
redeemed before March 31, 2015,
of $25.75 if redeemed on or
after March 31, 2015 but before
March 31, 2016, of $25.50 if
redeemed on or after March 31,
2016, but before March 31,
2017, of $25.25 if redeemed on
or after March 31, 2017, but
before March 31, 2018, and of
$25.00 thereafter, in each case
together with, all accrued and
unpaid dividends up to but
excluding the date fixed for
redemption.

5

    Key Terms and

    Series 10

    Series 11

    Series 12

    Features

    3.

    Company’s Conversion

Option

    Convertible at the option of
the Company after September
30, 2008 into a variable number
of Class A Limited Voting
Shares determined by dividing
the then applicable redemption
price, together with all
accrued and unpaid dividends up
to but excluding the date fixed
for conversion, by the greater
of $2.00 or 95% of the weighted
average trading price of the
Class A Limited Voting Shares
on the Toronto Stock Exchange
for the 20 consecutive trading
days immediately prior to the
date fixed for conversion.

    Convertible at the option of the
Company after June 30, 2009
into a variable number of Class
A Limited Voting Shares
determined by dividing the then
applicable redemption price,
together with all accrued and
unpaid dividends up to but
excluding the date fixed for
conversion, by the greater of
$2.00 or 95% of the weighted
average trading price of the
Class A Limited Voting Shares on
the Toronto Stock Exchange for
the 20 consecutive trading days
immediately prior to the date
fixed for conversion.

    Convertible at the option of
the Company after March 31,
2014 into a variable number of
Class A Limited Voting Shares
determined by dividing the then
applicable redemption price,
together with all accrued and
unpaid dividends up to but
excluding the date fixed for
conversion, by the greater of
$2.00 or 95% of the weighted
average trading price of the
Class A Limited Voting Shares
on the Toronto Stock Exchange
for the 20 consecutive trading
days immediately prior to the
date fixed for conversion.

    4.

    Holder’s

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March 2, 2006

COURIER

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549-7010

    Re:

    Brascan Corporation

Form 40-F for the Fiscal Year Ended December 31, 2004

Filed March 31, 2005

File No. 33-97038

Dear Mr. Decker:

     Thank you for your letter of January 12, 2006. We have reproduced your questions in this
letter and included our responses thereto.

General

    1.

    You state that the value of Brascan’s assets has been determined consistent with Section
2(a)(41)(A) of the Investment Company Act of 1940, except that the valuation was performed by
Brascan’s management “rather than its board of directors.” Section 2(a)(41) of the Investment
Company Act requires that securities be valued using market quotations if such quotations are
readily available. When market quotations are not readily available, securities must be valued
using their fair values as determined in good faith by the company’s board of directors.
Please tell us if your board of directors has established procedures for reviewing and
evaluating the value of your assets, including securities. If your board of directors adopted
such procedures, please tell us if the procedures require the board of directors, in its
oversight role, to review or approve valuations performed by your management.

    Response

    Prior to December 31, 2004 management prepared a valuation of the company’s assets on a
quarterly basis which formed part of management’s discussion and analysis and which was reviewed
and approved by the Audit Committee and Board of Directors (the “Board”). The methodology used a
combination of market quotations and management estimates. We discontinued our practice of
publishing asset valuations during 2005 and accordingly, there was no formal Board review or
approval during this period.

    During 2005, management reviewed the company’s status in the context of the Investment Company
Act (the “ICA”) and performed the necessary calculations to ensure compliance, however, this
analysis was not presented to the Board. The methodology used to value assets where market
quotations were not readily available was consistent with that used for the published company
valuations, as well as the analysis provided to the SEC on December 1, 2005. On February 9, 2006
our Audit Committee and Board reviewed and approved those calculations of fair value. At the
same meeting we discussed with our Board the requirement to review and approve the valuation of
our assets in accordance with the Investment Company Act on an ongoing basis and are in the
process of developing formal procedures. It is our expectation that this will be done with the
board at least annually.

    2.

    You state that your analysis has been presented in accordance with Canadian GAAP, which you
believe would result in a “substantially similar analysis” to one prepared in accordance with
US GAAP. Under the federal securities laws, the status of an entity as an investment company
must be determined in accordance with US GAAP. Accordingly, please provide us with a
reconciliation of your analysis to US GAAP.

    Response

    The financial statements of the company prepared under Canadian GAAP resulted in total assets of
$20,010 million for the period ended December 31 2004. The same financial statements as prepared
under US GAAP, as disclosed in Note 23 of our 2004 annual financial statements, resulted in
total assets of $20,986 million. The reconciliation between the total consolidated assets under
each GAAP is as follows:

    Assets under Canadian GAAP

    $
    20,010

    Consolidation of Variable Interest Entities

    1,154

    Fair value of trading and available for sale securities

    33

    Adjustment to equity accounted investments

    (170
    )

    Other cumulative adjustments

    (41
    )

    Assets under US GAAP

    $
    20,986

    The major difference between the two GAAPs is the requirement to consolidate variable
interest entities in accordance with FIN64R at the end of 2004 as opposed to the first quarter
of 2005 as required under Canadian rules. The consolidation of variable interest entities would
not have any impact on our evaluation under the ICA as the analysis is prepared on a
deconsolidated basis.

    Other adjustments in reconciling to US GAAP include the requirement to carry securities
available for sale and trading securities at market value and the requirement to adjust the
carrying value of our equity accounted investments for the cumulative impact of US GAAP
adjustments at the investee level. In each of these cases, there would be no impact on the
calculation of fair value under the ICA, as trading, available for sale securities, and our
equity accounted investments are valued using market quotations in any event. Accordingly, we
believe that other reconciling items to US GAAP would have an immaterial impact on our fair
value analysis previously provided.

2

    We have only provided a discussion on the impact of US GAAP reconciling items to our December
31, 2004 analysis in accordance with the ICA due to the difficulty associated with preparing a
US GAAP reconciliation for each quarter provided in our previous analysis.

    3.

    We note that you reported loans and notes receivable equal to $900 million of funds
management assets on your consolidated balance sheet as at December 31, 2004 and $407 million
on your unaudited balance sheet as at June 30, 2005. Your analysis includes your
unconsolidated balance sheet. The unconsolidated balance sheet, however, contains no line item
comparable to loans and notes receivable and discloses no amounts under the asset category
“Loans receivable, net of provisions” for any quarter, including those ending December 31,
2004 and June 30, 2005. Please explain why you have not disclosed the value of the loans and
notes receivable in your analysis. In footnote 4 of your unconsolidated balance sheet, you
state that “loans receivable that would otherwise qualify as “bad” assets have been provided
for in accordance with GAAP.” Please clarify the meaning of this statement in footnote 4.

    Response

    As required by the ICA, our analysis was prepared on a deconsolidated basis and consequently
does not contain certain line items that may otherwise appear in our consolidated financial
statements. Specifically, the loans and notes receivable of $900 million and $407 million relate
mainly to activities conducted by our funds management subsidiary and other subsidiaries which
are not consolidated for the purposes of preparing the analysis. For the purposes of the
analysis we have assumed the entire net investment in the funds management subsidiary to be a
‘bad asset’.

    In reference to footnote 4, we have certain loans at the corporate level to entities which, for
purposes of preparing our consolidated financial statements, have been deemed as uncollectible
and have a carrying value of $nil after deducting associated provisions.

    4.

    We previously requested that you separately analyze the investment company status for each of
your subsidiaries. Under Section 3(a)(1)(C) of the Investment Company Act, the amount of
investment securities must be determined based on total assets on an unconsolidated basis. We
note that each of the separate subsidiary analyses you provided included a footnote stating
that consolidated financial statements of the subsidiary were used as a proxy for
unconsolidated financial statements (with the exception of Island Timberlands). We are not
aware of any authority that permits analysis on other than an unconsolidated basis. Please
provide us with an analysis for each of these subsidiaries (including Island Timberlands, as
appropriate) on an unconsolidated basis.

3

    Response

    Our principal subsidiaries are Brookfield Properties Corporation, Brookfield Homes Corporation,
Brookfield Power Inc., Brascan Brazil and our funds management business. We have reviewed the
consolidated and deconsolidated financial profile of each of these entities and, based on this
review and discussion with management of each subsidiary, we have determined that all but the
funds management subsidiary are clearly not investment companies within the meaning of the ICA.

    At your request we have attached the analysis of Brookfield Properties Corporation, Brookfield
Homes Corporation, Brookfield Power Inc. and our Brazilian operations on a deconsolidated basis
for each of December 31, 2004 and December 31, 2005. The result of this analysis had no change
to our initial conclusion provided to you.

    The deconsolidated financial statements provided to us by our operating subsidiaries were
prepared on a book value basis and do not have any adjustments to fair value which, we are
aware, is a requirement of the ICA. However, we are certain that the preparation of such an
analysis using fair values would not change our conclusions. This is based on the low level of
‘bad assets’ relative to ‘good assets’ and our belief that the value of the ‘good assets’ is
significantly higher than their book value, whereas the fair value of the bad assets is
approximately equal to book value.

    5.

    In addition, you have not provided us with any information or analysis for BFREG/Commercial,
Brazil Timberlands and Coal Lands, each of which is shown as holding assets that were included
in calculating whether your investment securities exceed the 40% limitation. Please either
provide the requested information and analysis or confirm, if accurate, that you have included
the value of your securities holdings in BFREG/Commercial, Brazil Timberlands and Coal Lands
in calculating the percentage of investment securities held by you under Section 3(a)(1)(C).

    Response

    Our Commercial brokerage, Brazil Timberland and Coal Land businesses contain no assets that
would be deemed investment securities under the ICA as illustrated in the table below and as a
result have been included as ‘good assets’ in our analysis previously provided.

    As at December 31, 2004

    Commercial

    Brazil Timberlands

    Coal Lands

    Cash and cash equivalents

    $
    1

    $
    —

    $
    —

    Accounts and other receivables

    27

    14

    —

    Property, plant and equipment

    9

    37

    70

    Other assets

    —

    —

    —

    Total Assets

    $
    37

    $
    51

    $
    70

    6.

    As noted above, Section 2(a)(41) requires that securities be valued using market quotations
if such quotations are readily available. When market quotations are not readily available,

4

    securities must be valued using their fair values as determined in good faith by the company’s
board of directors. Please explain how the investment securities held by Brookfield Properties
Corporation, Brookfield Homes Corporation, Brascan Power Inc. and Brazil Investments were
valued. If fair values were used, please provide information regarding the basis for, and the
persons responsible for determining, such values.

    Response

    Investment securities held by Brookfield Properties Corporation, Brookfield Homes Corporation,
Brascan Power Inc. and Brazil Investments have been included in the ICA analysis at book value.
The audited financial statements, which are approved by each company’s board of directors,
states that the book value of marketable securities approximates their fair values. In all
material respects these securities are financial assets and have been valued using market
quotations, or by reference to comparable securities with market quotations.

We appreciate your interest in our financial reporting and trust these responses address your
concerns. Should you have further questions, please address your letter to the undersigned.

Yours very truly,

/s/   Brian D. Lawson

Brian D. Lawson

Managing Partner and Chief Financial Officer

5

ANNEX A

[Redacted]

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February 27, 2006

Via U.S. mail and facsimile

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C 20549-7010

    Re:

    Brascan Corporation

Form 40-F for the Fiscal Year Ended December 31, 2004

Filed March 31, 2005

File No. 33-97038

Dear Mr. Decker:

     Thank you for your letter of December 29, 2005. At this time, we are in a position to fully
address questions 1, 2, 3 and 5 of that letter and do so herein. We have reproduced your questions
in this letter and included our responses thereto. Given the specificity and complexity of
question 4 to your letter, our detailed response requires additional time. We are continuing to
prepare our response to question 4, which includes obtaining comments and input from our auditors,
and will forward it as soon as it is complete.

Question #1

General

    1.

    The Division of Investment Management is in the process of reviewing your response to comment
2 in our letter dated October 31, 2005 regarding whether you are an investment company as
defined in the Investment Company Act of 1940, as amended. Once the review is complete, we
will send you any additional comments.

    Response

    We have since received your follow up letter and have reviewed the additional comments. We are
preparing our response and will submit it separately.

Question #2

23.      Difference from United States Generally Accepted Accounting Principles, page 80 of
2004 Annual Report

(a)      Income Statement Differences, page 80 of 2004 Annual Report

    2.

    We note your response to comment 4 in our letter dated October 31, 2005. Specifically, you
state that you intend to revise your disclosure to clarify that basic and diluted EPS figures
are equally applicable to Class A and Class B shares. However, you do not tell us how you
intend to clearly communicate this information to investors. We believe including the two
tables and the last paragraph included in your response letter dated December 1, 2005 to this
comment will provide sufficient information regarding your calculation of basic and diluted
earnings per share in accordance with paragraph 61.d. of SFAS 128. As such, please confirm to
us that you will include this information in the footnotes to your audited financial
statements in future filings.

    Response

    At the date of this letter, we have 261,034,397 Class A
common shares and 85,120 Class B common shares outstanding. Given that the Class B shares represent less than 0.1% of the total shares
outstanding, we respectfully request that the following disclosure be considered as sufficient
to demonstrate that both Classes of shares have equal economic attributes, as opposed to the
tabular presentation provided to you:

    “The holders of Class A Limited Voting Shares and Class B Limited Voting Shares rank on parity
with each other with respect to the payment of dividends and the return of capital on the
liquidation, dissolution or winding up of the Corporation or any other distribution of the
assets of the Corporation among its shareholders for the purpose of winding up its affairs.
With respect to the Class A and Class B common shares, there are no dilutive factors, material
or otherwise, that would result in different diluted earnings per share. This relationship
holds true irrespective of the number of dilutive instruments issued in either one of the
respective classes of common stock, as both classes of common stock share equally, on a pro rata
basis in the dividends, earnings and net assets of the company, whether taken before or after
dilutive instruments, regardless of which class of common stock is diluted.”

Question #3

    3.

    We note your response to comment 5 in our letter dated October 31, 2005. Based on your
position that it is your stated policy to exercise your option to redeem for cash as opposed
to allowing conversion as requested by the holder, please revise your disclosure for your
calculation of earnings per share under US GAAP to state that the potential conversion of your
Series 10-12 Class A preferred shares have not been included in the calculation of earnings
per share under US GAAP, as your policy is to exercise your option to redeem these

2

    securities for cash upon request for conversion by the holder. Please provide us with the
disclosure you intend to include in future filings.

    Response

    Our future disclosure for US GAAP earnings per share calculation will include the following
policy statement with respect to our Series 10 – 12 Class A preferred shares:

    “The Company’s current policy is to redeem the Preferred Shares Series 10, 11, and 12, through
the payment of cash in the event that holders of the Preferred Shares exercise their conversion
option. As a result, the impact of the conversion of these Preferred Shares has been excluded
from the Company’s diluted EPS calculation. However, the Company is not legally obliged to
redeem these preferred shares for cash and reserves the right to settle the conversion option in
Class A common shares.

Question #4

(c)      Balance Sheet Differences, page 83 of 2004 Annual Report

    4.

    Response to this question currently being prepared and reviewed.

Question #5

(d)      Cash Flow Statement Differences, page 85 of 2004 Annual Report

    5.

    We note your response to comment 10 in our letter dated October 31, 2005. We note your
statement that the impact of reclassifying trading securities in 2004 would have been to
reclassify $5 million from operating activities in investing activities. Please confirm that
the actual reclassification would have been from investing activities to operating activities,
or tell us why a reclassification from operating activities to investing activities is
appropriate. Please also tell us the amount of your investments classified as trading,
available for sale, and held to maturity as of December 31, 2004 and September 30, 2005.
Please also tell us the amount of your investments that are held for resale. Finally, please
note that we are still evaluating your determination that your funds management business does
not meet the definition of an investment company and may have further comment once that
evaluation is complete.

    Response

    We confirm that the actual reclassification of cash inflows relating to trading securities in
2004 would have been to reclassify a net amount of $5 million from investing activities to
operating activities (comprised of sales of $27 million less purchases of $22 million).

3

    The carrying value of investments classified as trading, available for sale and held to maturity
per SFAS 115 as of December 31, 2004 and September 30, 2005 are as follows:

    Interim1

    US GAAP

    Classification of securities (US$ thousands)

    Sept. 30, 2005

    Dec. 31, 2004

    Trading

    $
    430

    $
    304

    Available for sale

    4,527

    2,932

    Held to maturity

    55

    42

    Equity accounted securities

    560

    —

    $
    5,572

    $
    3,278

    1

    Determined by reference to the company’s unaudited interim financial
statements and supporting materials which are prepared in accordance with Canadian GAAP and
provided under the Multi-Jurisdictional Disclosure System in home country GAAP.

Our investments held for resale per SFAS 102, are those carried at market value in a “Trading”
account. We consider all securities classified as Trading to be held for resale per SFAS 102.

* * * *

We appreciate your interest in our financial reporting and trust these responses address your
concerns with respect to questions 1, 2, 3 and 5. We will forward to you our complete response to
question 4 as soon as possible. Should you have further questions, please address your letter to
the undersigned.

Yours very truly,

Brian D. Lawson

Managing Partner & Chief Financial Officer

4

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

January 12, 2006

via U.S. mail and facsimile

Brian Lawson
Vice President and Chief Financial Officer
Brascan Corporation
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

	Re:	Brascan Corporation
		Form 40-F for the Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		File No. 33-97038

Dear Mr. Lawson:

      As noted in our letter dated December 29, 2005, we have the
following additional comments based on our review of your response
letter dated December 1, 2005 to comment 2 in our letter dated
October 31, 2005.  In our comments, we ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

General

1. You state that the value of Brascan`s assets has been
determined
consistent with Section 2(a)(41)(A) of the Investment Company Act
of
1940, except that the valuation was performed by Brascan`s
management
"rather than its board of directors."  Section 2(a)(41) of the
Investment Company Act requires that securities be valued using
market quotations if such quotations are readily available.  When
market quotations are not readily available, securities must be
valued using their fair values as determined in good faith by the
company`s board of directors.  Please tell us if your board of
directors has established procedures for reviewing and evaluating
the
value of your assets, including securities.  If your board of
directors adopted such procedures, please tell us if the
procedures
require the board of directors, in its oversight role, to review
or
approve valuations performed by your management.

2. You state that your analysis has been presented in accordance
with
Canadian GAAP, which you believe would result in a "substantially
similar analysis" to one prepared in accordance with US GAAP.
Under
the federal securities laws, the status of an entity as an
investment
company must be determined in accordance with US GAAP.
Accordingly,
please provide us with a reconciliation of your analysis to US
GAAP.

3. We note that you reported loans and notes receivable equal to
$900
million of funds management assets on your consolidated balance
sheet
as at December 31, 2004 and $407 million on your unaudited balance
sheet as at June 30, 2005.  Your analysis includes your
unconsolidated balance sheet.  The unconsolidated balance sheet,
however, contains no line item comparable to loans and notes
receivable and discloses no amounts under the asset category
"Loans
receivable, net of provisions" for any quarter, including those
ending December 31, 2004 and June 30, 2005.  Please explain why
you
have not disclosed the value of the loans and notes receivable in
your analysis.  In footnote 4 of your unconsolidated balance
sheet,
you state that "loans receivable that would otherwise qualify as
`bad` assets have been provided for in accordance with GAAP."
Please
clarify the meaning of this statement in footnote 4.

4. We previously requested that you separately analyze the
investment
company status for each of your subsidiaries.  Under Section
3(a)(1)(C) of the Investment Company Act, the amount of investment
securities must be determined based on total assets on an
unconsolidated basis.  We note that each of the separate
subsidiary
analyses you provided included a footnote stating that
consolidated
financial statements of the subsidiary were used as a proxy for
unconsolidated financial statements (with the exception of Island
Timberlands).  We are not aware of any authority that permits
analysis on other than an unconsolidated basis.  Please provide us
with an analysis for each of these subsidiaries (including Island
Timberlands, as appropriate) on an unconsolidated basis.

5. In addition, you have not provided us with any information or
analysis for BFREG/Commercial, Brazil Timberlands and Coal Lands,
each of which is shown as holding assets that were included in
calculating whether your investment securities exceed the 40%
limitation.  Please either provide the requested information and
analysis or confirm, if accurate, that you have included the value
of
your securities holdings in BFREG/Commercial, Brazil Timberlands
and
Coal Lands in calculating the percentage of investment securities
held by you under Section 3(a)(1)(C).

6. As noted above, Section 2(a)(41) requires that securities be
valued using market quotations if such quotations are readily
available.  When market quotations are not readily available,
securities must be valued using their fair values as determined in
good faith by the company`s board of directors.  Please explain
how
the investment securities held by Brookfield Properties
Corporation,
Brookfield Homes Corporation, Brascan Power Inc. and Brazil
Investments were valued.  If fair values were used, please provide
information regarding the basis for, and the persons responsible
for
determining, such fair values.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or me at (202) 551-3769, if you have questions regarding
comments on the financial statements and related matters.

Sincerely,

Rufus Decker
Accounting Branch Chief

??

??

??

??

Brian Lawson
Brascan Corporation
January 12, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

December 29, 2005

via U.S. mail and facsimile

Brian Lawson
Vice President and Chief Financial Officer
Brascan Corporation
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

	Re:	Brascan Corporation
		Form 40-F for the Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		File No. 33-97038

Dear Mr. Lawson:

      We have reviewed your response letter dated December 1, 2005
and have the following additional comments.  Where indicated, we
think you should revise your document in future filings in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

General

1. The Division of Investment Management is in the process of
reviewing your response to comment 2 in our letter dated October
31,
2005 regarding whether you are an investment company as defined in
the Investment Company Act of 1940, as amended.  Once the review
is
complete, we will send you any additional comments.

23.  Difference from United States Generally Accepted Accounting
Principles, page 80 of 2004 Annual Report

(a)  Income Statement Differences, page 80 of 2004 Annual Report

2. We note your response to comment 4 in our letter dated October
31,
2005.  Specifically, you state that you intend to revise your
disclosure to clarify that
basic and diluted EPS figures are equally applicable to Class A
and
Class B shares.  However, you do not tell us how you intend to
clearly communicate this information to investors.  We believe
including the two tables and the last paragraph included in your
response letter dated December 1, 2005 to this comment will
provide
sufficient information regarding your calculation of basic and
diluted earnings per share in accordance with paragraph 61.d. of
SFAS
128.  As such, please confirm to us that you will include this
information in the footnotes to your audited financial statements
in
future filings.

3. We note your response to comment 5 in our letter dated October
31,
2005.  Based on your position that it is your stated policy to
exercise your option to redeem for cash as opposed to allowing
conversion as requested by the holder, please revise your
disclosure
for your calculation of earnings per share under US GAAP to state
that the potential conversion of your Series 10-12 Class A
preferred
shares have not been included in the calculation of earnings per
share under US GAAP, as your policy is to exercise your option to
redeem these securities for cash upon request for conversion by
the
holder.  Please provide us with the disclosure you intend to
include
in future filings.

 (c)  Balance Sheet Differences, page 83 of 2004 Annual Report

4. We note your response to comment 9 in our letter dated October
31,
2005.  It remains unclear how you arrived at your conclusions to
not
bifurcate the embedded instruments in your Series 10-12 and Series
7
Class A preferred shares and to classify as permanent equity your
Series 10-12 Class A preferred shares.

For your Series 10-12 Class A preferred shares, it is unclear to
us
how you arrived at your conclusion for paragraph 12.a. of SFAS
133.
Specifically, based on the description of these shares on pages B-
12
- B-17 of the 2005 Annual Information Form, it does not appear
that
these shares participate in dividends with your Class A Limited
Voting Shares but rather have fixed cumulative preferential cash
dividends with an optional redemption feature, which you have
stated
it is your policy to use in the case a shareholder were to
exercise
its option to convert the shares into Class A Limited Voting
Shares.
Furthermore, the terms of your Series 10-12 Class A preferred
shares
do not perfectly fit the scenario in paragraph 61.l. of SFAS 133
for
securities that are more akin to equity instruments.

For both your Series 10-12 and Series 7 Class A preferred shares,
it
is unclear how you arrived at your conclusion that you meet the
scope
exception under paragraph 11.a. of SFAS 133.  Specifically, your
analysis appears to only address the classification of the
embedded
instrument.  Both criteria listed in paragraph 11.a. of SFAS 133
are
required to be met to qualify for the scope exception.
Furthermore,
your analysis of the classification of the embedded instrument as
an
equity instrument
appears to only focus on the option of the holder in terms of the
conversion option.  Your analysis should include the holder`s
option
and your options.

As such, please provide us with a comprehensive analysis for your
Series 10-12 and 7 Class A preferred shares, including the
following:
* Your analysis as to whether the embedded instrument is
considered
indexed to your stock.
o Please refer to paragraph 11.a.(1) of SFAS 133 and EITF 01-6 for
guidance.
o Please ensure your analysis includes all redemption and
conversion
features of the shares by both you and the holder.
* Your analysis of the classification of the embedded instrument.
o Please refer to paragraph 11.a.(2) of SFAS 133 and EITF 00-19
for
guidance.  Please ensure your analysis of paragraph 8 of EITF 00-
19
fully addresses all redemption and conversion options of the
shares.
Specifically, your previous analysis does not appear to address
your
ability to redeem the shares at C$25 per share and all unpaid
dividends from time to time with notice provided to the holder.
Your
analysis should fully explain why you believe you fall into the
situation selected.
o If you determine that the embedded instrument is in the
situation
for "contracts that give the company a choice of net-cash
settlement
or settlement in its own shares," then you also need to address
paragraphs 12-32 of ETIF 00-19.  Please then provide us with your
analysis of these paragraphs.
o Please note that a distribution of your Class A Limited Voting
Shares pursuant to a document filed with a securities regulatory
agency or stock exchange is not within your control but rather the
control of the securities regulatory agency or stock exchange that
determines the effectiveness of such document prior to
distribution
of such shares.
* If you determine that you do not meet the scope exception of
paragraph 11.a. of SFAS 133, please provide us with your detailed
analysis of paragraph 12 of SFAS 133 to determine if you need to
bifurcate the embedded instrument.
o For your analysis of paragraph 12.a. of SFAS 133, please refer
to
paragraph 61.l. of SFAS 133 for guidance.  If the terms of the
shares
do not fit perfectly to the scenario included in paragraph 61.l.
of
SFAS 133, you need to provide us with a detailed explanation as to
how you arrived at your conclusion for this criterion.
o For paragraph 12.b. of SFAS 133, since preferred stock
instruments
are not carried at fair value, this criterion will be met.
o For paragraph 12.c. of SFAS 133, you need to analyze if the
embedded instrument would meet the definition of a derivative in
paragraphs 6 - 9 of SFAS 133 as a stand alone instrument.
Typically,
this criterion is met, as conversion options typically meet the
net
settlement criteria because the option is settled by delivering
shares of the company, which can be readily converted into cash.
As
such, please provide us with a detailed analysis of this
criterion,
in light of the fact that you state in your response letter that
you
fail to meet the criterion in this paragraph.

Finally, please provide us with a detailed analysis of how you
determined your Series 10-12 Class A preferred shares are should
not
be classified outside of permanent equity under EITF D-98, as
revised
on September 15, 2005.  In addition, please provide us with
additional information regarding your adoption of the amendment to
CICA handbook section 3861.  Specifically, please tell us:
* The preferred shares that have been reclassified from permanent
equity to liabilities, which includes the reclassification of the
associated dividends to interest expense.
* How you determined that these shares are required to be
reclassified from permanent equity to liabilities along with the
associated dividends to interest expense.  Please cite the
specific
terms of the shares and the corresponding sections of the
literature
that require the restatement.
* How you determined such terms of the shares do not also meet the
requirements to be classified outside of permanent equity in
accordance with SFAS 150, ASR 268 and/or EITF D-98.

If after further analysis you determine that the embedded
instrument
in your Series 7 and/or Series 10-12 Class A preferred shares
requires bifurcation under SFAS 133 and/or you determine that your
Series 10-12 Class A preferred shares should be classified as
liabilities, please provide us with your revised accounting for
these
shares and/or embedded instrument.  If you do not believe the
revision for these shares and/or embedded instruments are material
to
your consolidated financial statements, please provide us with
your
detailed SAB 99 analysis of the quantitative and qualitative
factors.

(d)  Cash Flow Statement Differences, page 85 of 2004 Annual
Report

5. We note your response to comment 10 in our letter dated October
31, 2005.  We note your statement that the impact of reclassifying
trading securities in 2004 would have been to reclassify $5
million
from operating activities to investing activities.  Please confirm
that the actual reclassification would have been from investing
activities to operating activities, or tell us why the
reclassification why a reclassification from operating activities
to
investing activities is appropriate.  Please also tell us the
amount
of your investments classified as trading, available for sale, and
held to
maturity as of December 31, 2004 and September 30, 2005.  Please
also
tell us the amount of your investments that are held for resale.
Finally, please note that we are still evaluating your
determination
that your funds management business does not meet the definition
of
an investment company and may have further comment once that
evaluation is complete.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or me at (202) 551-3769, if you have questions regarding
comments on the financial statements and related matters.

Sincerely,

Rufus Decker
Accounting Branch Chief

??

??

??

??

Brian Lawson
Brascan Corporation
December 29, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

    December 1, 2005

BY EDGAR AND FACSIMILE

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C 20549-7010

    Attention:

    Mr. Rufus Decker

    Accounting Branch Chief

    Re:

    Brascan Corporation

    Form 40-F for the Fiscal Year Ended December 31, 2004

    Filed March 31, 2005

    File No. 33-97038

Dear Mr. Decker:

     Thank you for your letter of October 31, 2005. We have reproduced your questions in this
letter and included our responses thereto. In addition, we hereby acknowledge the following:

    •

    Brascan Corporation is responsible for the adequacy and accuracy
of the disclosure in our filings;

    •

    Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filings; and

    •

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

    1.

    The Division of Investment Management has asked us to advise you as follows:

     The Division of Investment Management has completed a preliminary review of your Form 40-F
filed on March 31, 2005 and your
Form 6-K filed on September 15, 2005. Based on its review, the
Division of Investment Management believes that you may be an investment company and has asked us
to advise you as follows:

Section 3(a)(1)(A) of the Investment Company Act of 1940 defines an “investment company” to
include any issuer that “is or holds itself out as being engaged primarily, or proposes to
engage primarily, in the business of investing, reinvesting, or trading in

Brascan Corporation

Suite 300 BCE Place, Box 762, 181 Bay Street, Toronto, Ontario, M5J 2T3

Telephone (416) 363-9491 Facsimile (416) 363-2856 www.brascancorp.com

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 2

securities.” Section 3(a)(1)(C) of the 1940 Act also defines “investment company” as any
issuer that “is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding, or trading in securities, and owns or proposes to acquire investment
securities having a value exceeding 40 percent of the value of such issuer’s total assets,
exclusive of Government securities and cash items, on an unconsolidated basis.” “Investment
securities” generally include all securities except for Government securities and securities
issued by majority-owned subsidiaries of an issuer that are not investment companies and are
not relying on the exceptions in Section 3(c)(1) or 3(c)(7) of the 1940 Act. See Section
3(a)(2) under the 1940 Act.

     You state that your three main business units are property operations, power operations and
funds management operations, as noted on page 1 of your March 31, 2004 Annual Information Form.
With respect to the funds management operations, your state that you “develop, invest and manage
funds and investments on behalf of ... investors” that co-invest in the same types of assets that you
own, as noted on page 6 of your March 31, 2005 Annual Information Form. You state that funds
management’s current industry focus is property and long-life infrastructure assets, but also
include private equity investments in “business that we believe are undervalued and are being held
until such time as they may be sold for higher value,” as noted on page 16 of your March 31, 2005
Annual Information Form. On September 15, 2005, you issued a press release stating your plans to
change your name to Brookfield Asset Management Inc. and to expand your asset management
activities, with a particular focus on property, power and infrastructure investments.
Additionally, you own three investment advisers registered with the U.S. Securities and Exchange
Commission: SoundVest Capital Management Ltd. (50%), Brascan Strategic Asset Management (100%) and
Hyperion Capital Management, Inc. (100%). Your Hyperion acquisition is disclosed in your Form 6-K
filed on August 12, 2005. Your consolidated balance sheet indicates that as of December 31, 2004
approximately 37% of your total asset consisted of investment securities. Because the 1940 Act
applies the 40 percent limit to an issuer’s investment securities on an unconsolidated basis, we
lack the information necessary to fully assess whether you are an investment company. In addition,
our preliminary calculation of the value of your investment securities relied, in part, on fair
values that we believe are based on the definition of fair value under Canadian law and may differ
if computed consistent with the valuation requirements under the 1940 Act. Refer to Section
s(a)(41) of the 1940 Act for guidance.

     Accordingly, please provide us with a written legal analysis as to why you should not be
considered to be an investment company and state the basis for any exclusion or exemption from the
definition contained in Section 3(a)(1)(A) and Section 3(a)(1)(C), as appropriate. For example,
Section 3(a)(1) of the 1940 Act provides that, notwithstanding Section 3(a)(1)(C), an issuer
“primarily engaged” in a business other than that of investing, reinvesting, owning, holding or
trading in securities is not an investment company. For a discussion of the relevant criteria for
determining whether a company is primarily engaged in a non-investment company business, see
Investment Company Act Release Nos. 25835 dated November 26, 2002 and 26077 dated June 16, 2003.

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 3

     Please include in this analysis data indicating the value of your investment securities and
total assets, exclusive of cash items and Government securities, on an unconsolidated basis
as of the fiscal quarter ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30,
2005. The analysis also should separately analyze whether each of your subsidiaries and funds
management business is an investment company under the 1940 Act as of the fiscal quarters ended
December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005. In addition, please
provide appropriate documentation to support your analysis.

     If you have any questions regarding this comment, please contact Lily C. Reid, Senior Counsel,
Division of Investment Management at (202) 551-6848.

Response:

     The Company does not believe that it is an “investment company” as defined in the Investment
Company Act of 1940, as amended (the “1940 Act”), for the reasons set forth below. An “investment
company” is defined in Section 3(a)(1)(A) of the 1940 Act as an issuer which “[i]s or holds itself
out as being engaged primarily, or proposes to engage primarily, in the business of investing,
reinvesting or trading in securities”. The Company is a specialist asset manager focused on
property, power and infrastructure assets. Accordingly, the Company does not, and will not, operate
as an entity described in Section 3(a)(1)(A) of the 1940 Act.

     Section 3(a)(1)(C) of the 1940 Act also defines “investment company” as any issuer that “[i]s
engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or
trading in securities, and owns or proposes to acquire investment securities having a value
exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government
securities and cash items) on an unconsolidated basis”. Under Section 3(a)(2) of the 1940 Act, an
“investment security” includes “all securities except (a) Government securities, (B) securities
issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries
of the owner which (i) are not investment companies and (ii) are not relying on the exception from
the definition of investment company in paragraph (1) or (7) of [Section 3(c) of the 1940 Act]”.

     Attached hereto as Annex A is an analysis of the Company’s investment securities and total
assets, exclusive of cash items and Government securities, on an unconsolidated basis as of the end
of each of the fiscal quarters ended December 31, 2004, March 31, 2005, June 30, 2005 and September
30, 2005. This analysis includes the Company’s percentage ownership of each of its subsidiaries and
the “value” of the Company’s assets determined in accordance with Section 2(a)(41)(A) of the 1940
Act, except that the valuation has been performed by the Company’s management rather than its board
of directors. In addition, each of the Company’s subsidiaries (other than those in the funds
management business) is analyzed as to whether it is an investment company under the 1940 Act.
Please note that no further analysis of the Company’s subsidiaries which are in the funds
management business has been provided because each of such businesses is assumed for purposes of
this analysis to be an “investment company” and therefore a “bad asset” as that term is generally
used in connection with the 1940 Act. Also, please note that the analysis has been presented in
accordance with Canadian generally accepted

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 4

accounting principles (“Canadian GAAP”) which the company believes would yield a substantially
similar analysis to one prepared in accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”).

     Based on the foregoing analysis, “investment securities” represented less than 40% of the
Company’s total assets (exclusive of cash items and Government securities) on an unconsolidated
basis as of the end of each period presented. Accordingly, we believe that the Company is not an
“investment company” within the meaning of the 1940 Act.

     Pursuant to the SEC’s Rule 83, confidential treatment is being requested of Annex A, which has
been redacted from the EDGAR filing.

Management’s Discussion and Analysis of Financial Results, page 8 of 2004 Annual Report

Contractual Obligations, page 50 of 2004 Annual Report

2. We note your response to comment 2 in our letter dated September 15, 2005. Please provide us
with the contractual obligations table and corresponding footnotes you intend to include in future
filings that reflect the changes stated in your response letter.

Response:

     The following table is similar to that included in the company’s most recent quarterly filing
and will, with the addition of payments to be made under interest rate swap obligations, be
included in its annual report in the following format:

Contractual Obligations:

    Payments due by period

    Less than

    1 - 3

    4 - 5

    After 5

    US$ millions

    Total

    one year

    years

    years

    years

    Long term debt

    Property specific mortgages

    $
    8,112

    $
    259

    $
    1,598

    $
    1,206

    $
    5,049

    Other debt of subsidiaries

    2,481

    690

    749

    399

    643

    Corporate borrowings

    1,685

    108

    519

    200

    858

    Capital securities

    1,598

    —

    —

    172

    1,426

    Lease obligations

    8

    1

    3

    2

    2

    Commitments

    445

    445

    —

    —

    —

    Interest expense 1

    Long term debt

    7,008

    195

    1,859

    961

    3,993

    Capital securities

    1,421

    23

    269

    179

    950

    Interest rate swaps

    TBD

    TBD

    TBD

    TBD

    TBD

1 Represents aggregate interest expense expected to be paid over the term of the debt/swaps. Variable interest rate
payments have been calculated based on current rates

    23. Difference from United States Generally Accepted Accounting Principles, page
80 of 2004 Annual Report

    Brian Lawson

Brascan Corporation

December 1, 2005

    Page 5

(a) Income Statement Differences, page 80 of 2004 Annual Report

3. We note your response to comment 8 in our letter dated September 15, 2005. It remains unclear
why you are not presenting basic and diluted EPS for each class of your common stock. Paragraph
61.d. of SFAS 128 states, “basic and diluted EPS data shall be presented for each class of common
stock.” As such, it would appear that you are required to present EPS for your Class A and Class B
common shares. Even though your Class A and Class B common shares may reflect the same basic
earnings per share, a material number of dilutive securities in either one of the respective
classes of common shares, may result in a different diluted earnings per share for your Class A
common shares and Class B common shares. Furthermore, the disclosure requirements of paragraph 40
of SFAS 128 should be separately presented for both Class A common shares and Class B common shares
within your footnote disclosure for US GAAP purposes. As such, please provide us with your detailed
calculation of EPS under US GAAP.

Response:

     With respect to the Class A and Class B common shares, there are no dilutive factors, material
or otherwise, that would result in different diluted earnings per share. As described in our 2005
Annual Information Form on page 22 of Appendix B, subject to the prior right of preferred
shareholders, “holders of Class A Limited Voting Shares and Class B Limited Voting Shares rank on
parity with each other with respect to the payment of dividends (if, as and when declared by the
board of directors of the Corporation) and the return of capital on the liquidation, dissolution or
winding up of the Corporation or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs.” The tables that follow are intended to
demonstrate how the Class A and Class B common shareholders have equivalent basic and diluted EPS.

     Per paragraph 61.d of SFAS 128, the following two tables will present our detailed basic and
diluted earnings per share calculations for both the class A and B common shares. The first table
below presents our net income available to both the Class A and Class B common shareholders on both
a basic and diluted basis:

    US$ millions, except per share amounts

    2004

    Net income

    $
    688.0

    Less:

    Convertible debenture interest

    (1.0
    )

    Preferred equity distributions

    (61.0
    )

    Net income available to Class A and Class B shareholders for Basic EPS

    626.0
    (1)

    Dilutive items:

    Interest paid on Series I subordinate notes

    0.3

    Interest paid on Series II subordinate notes

    0.1

    Net income available to Class A and Class B shareholders for Diluted EPS

    $
    626.4
    (1)

(1) These earnings are allocated to Class A and Class B common shareholders on a pro rata basis with each share (diluted or not)
having an equal share of earnings, without distinction by class

    Brian Lawson

    Page 6

Brascan Corporation

December 1, 2005

     The second table (below) shows the pro rata allocation of the basic and diluted net
income to each class of common shares outstanding:

    2004

    US$ millions, except per share amounts

    Class A

    Class B

    Total

    Allocation percentage — basic

    99.967
    %

    0.033
    %

    100.000
    %

    Allocation of income — basic:

    Net income available to shareholders

    $
    625.793

    $
    0.207

    $
    626.000

    Allocation percentage — diluted

    99.968
    %

    0.032
    %

    100.000
    %

    Allocation of income — diluted:

    Net income available to shareholders

    $
    626.198

    $
    0.202

    $
    626.400

    Weighted average common shares outstanding for Basic EPS

    257,514,900

    85,100

    257,600,000

    Weighted average common shares outstanding for Diluted EPS

    263,414,900

    85,100

    263,500,000

    Earnings per share:

    Basic

    $
    2.43

    $
    2.43

    $
    2.43

    Diluted

    $
    2.38

    $
    2.38

    $
    2.38

     As demonstr

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

October 31, 2005

via U.S. mail and facsimile

Brian Lawson
Vice President and Chief Financial Officer
Brascan Corporation
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

	Re:	Brascan Corporation
		Form 40-F for the Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		File No. 33-97038

Dear Mr. Lawson:

      We have reviewed your response letter filed on EDGAR on
October
17, 2005 and have the following additional comments.  Where
indicated, we think you should revise your document in future
filings
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

General
1. In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* 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.

2. The Division of Investment Management has asked us to advise
you
as follows:

The Division of Investment Management has completed a preliminary
review of your Form 40-F filed on March 31, 2005 and your Form 6-K
filed on September 15, 2005.  Based on its review, the Division of
Investment Management believes that you may be an investment
company
and has asked us to advise you as follows.

Section 3(a)(1)(A) of the Investment Company Act of 1940 defines
an
"investment company" to include any issuer that "is or holds
itself
out as being engaged primarily, or proposes to engage primarily,
in
the business of investing, reinvesting, or trading in securities."
Section 3(a)(1)(C) of the 1940 Act also defines "investment
company"
as any issuer that "is engaged or proposes to engage in the
business
of investing, reinvesting, owning, holding, or trading in
securities,
and owns or proposes to acquire investment securities having a
value
exceeding 40 percent of the value of such issuer`s total assets,
exclusive of Government securities and cash items, on an
unconsolidated basis."  "Investment securities" generally include
all
securities except for Government securities and securities issued
by
majority-owned subsidiaries of an issuer that are not investment
companies and are not relying on the exceptions in Section 3(c)(1)
or
3(c)(7) of the 1940 Act.  See Section 3(a)(2) under the 1940 Act.

You state that your three main business units are property
operations, power operations and funds management operations, as
noted on page 1 of your March 31, 2005 Annual Information Form.
With
respect to the funds management operations, you state that you
"develop, invest and manage funds and investments on behalf
of...investors" that co-invest in the same types of assets that
you
own, as noted on page 6 of your March 31, 2005 Annual Information
Form.  You state that funds management`s current industry focus is
property and long-life infrastructure assets, but also includes
private equity investments in "businesses that we believe are
undervalued and are being held until such time as they may be sold
for a higher value," as noted on page 16 of your March 31, 2005
Annual Information Form.  On September 15, 2005, you issued a
press
release stating your plans to change your name to Brookfield Asset
Management Inc. and to expand your asset management activities,
with
a particular focus on property, power and infrastructure
investments.
Additionally, you own three investment advisers registered with
the
U.S. Securities and Exchange Commission:  SoundVest Capital
Management Ltd. (50%), Brascan Strategic Asset Management (100%)
and
Hyperion Capital Management, Inc. (100%).  Your Hyperion
acquisition
is disclosed in your Form 6-K filed on August 12, 2005.  Your
consolidated balance sheet indicates that as of December 31, 2004
approximately 37% of your total assets consisted of investment
securities.  Because the 1940 Act applies the 40 percent limit to
an
issuer`s investment securities on an unconsolidated basis, we lack
the information necessary to fully assess whether you are an
investment company.  In addition, our preliminary calculation of
the
value of your investment securities relied, in part, on fair
values
that we believe are based on
the definition of fair value under Canadian law and may differ if
computed consistent with the valuation requirements under the 1940
Act.  Refer to Section 2(a)(41) of the 1940 Act for guidance.

Accordingly, please provide us with a written legal analysis as to
why you should not be considered to be an investment company and
state the basis for any exclusion or exemption from the definition
contained in Section 3(a)(1)(A) and Section 3(a)(1)(C), as
appropriate.  For example, Section 3(b)(1) of the 1940 Act
provides
that, notwithstanding Section 3(a)(1)(C), an issuer "primarily
engaged" in a business other than that of investing, reinvesting,
owning, holding or trading in securities is not an investment
company.  For a discussion of the relevant criteria for
determining
whether a company is primarily engaged in a non-investment company
business, see Investment Company Act Release Nos. 25835 dated
November 26, 2002 and 26077 dated June 16, 2003.

Please include in this analysis data indicating the value of your
investment securities and total assets, exclusive of cash items
and
Government securities, on an unconsolidated basis as of the fiscal
quarters ended December 31, 2004, March 31, 2005, June 30, 2005
and
September 30, 2005.  The analysis also should separately analyze
whether each of your subsidiaries and funds management business is
an
investment company under the 1940 Act as of the fiscal quarters
ended
December 31, 2004, March 31, 2005, June 30, 2005 and September 30,
2005.  In addition, please provide appropriate documentation to
support your analysis.

If you have any questions regarding this comment, please contact
Lily
C. Reid, Senior Counsel, Division of Investment Management at
(202)
551-6848.

Management`s Discussion and Analysis of Financial Results, page 8
of
2004 Annual Report

Contractual Obligations, page 50 of 2004 Annual Report

3. We note your response to comment 2 in our letter dated
September
15, 2005.  Please provide us with the contractual obligations
table
and corresponding footnotes you intend to include in future
filings
that reflect the changes stated in your response letter.

23.  Difference from United States Generally Accepted Accounting
Principles, page 80 of 2004 Annual Report

(a)  Income Statement Differences, page 80 of 2004 Annual Report

4. We note your response to comment 8 in our letter dated
September
15, 2005.  It remains unclear why you are not presenting basic and
diluted EPS for each class of your common stock.  Paragraph 61.d.
of
SFAS 128 states, "[b]asic and diluted EPS data shall be presented
for
each class of common stock."  As such, it would appear that you
are
required to present EPS for your Class A and Class B common
shares.
Even though your Class A and Class B common shares may reflect the
same basic earnings per share, a material number of dilutive
securities in either one of the respective classes of common
shares,
may result in a different diluted earnings per share for your
Class A
common shares and Class B common shares.  Furthermore, the
disclosure
requirements of paragraph 40 of SFAS 128 should be separately
presented for both Class A common shares and Class B common shares
within your footnote disclosure for US GAAP purposes.  As such,
please provide us with your detailed calculation of EPS under US
GAAP.

5. We note your response to the 1st bullet of comment 9 in our
letter
dated September 15, 2005.  Specifically, that it is your policy
and
right to settle the redemption of your Series 10-12 Class A
preferred
shares in cash instead of Class A common shares.  Paragraph 29 of
SFAS 128 states the presumption that the redemption of securities
that can be settled in common stock or cash will be settled in
cash
may be overcome, if you have a stated policy that you will redeem
such securities in cash.  Your audited footnotes do not appear to
contain such a policy.  Furthermore, the description of these
securities in your 2005 Annual Information Form does not state if
the
holder requests conversion of the preferred shares into Class A
common shares, you have the right to pay in cash instead of
converting.  As such, it is unclear how you are able to overcome
the
presumption of conversion into your Class A common shares in
accordance with paragraph 29 of SFAS 128.  Please provide us with
additional support for your current treatment.  Otherwise, please
provide us with your revised EPS calculation under US GAAP.

6. We note your response to the 2nd bullet of comment 9 in our
letter
dated September 15, 2005.  You say that since you did not redeem
all
of the Series 1 Class A preferred shares, EITF Topic D-42 is not
applicable.  In future filings, please disclose the number of
shares
of Series 1 Class A preferred shares redeemed, including the
amount
of cash paid to redeem those shares.  Please provide us with the
disclosure you intend to include in future filings.  Also, please
provide us with your detailed analysis under EITF Topic D-53 as to
whether the Series 1 Class A preferred shares actually redeemed
should have had an impact on your calculation of EPS under US

GAAP.  If you determine that the redemption of those shares of
Series
1 Class A preferred shares should have impacted the calculation of
EPS under US GAAP, please provide us with your revised
calculation.

7. For the above three comments related to the calculation of EPS
under US GAAP if you do not believe the revised EPS presentation
for
all three issues is materially different from the presentation in
your Form 40-F for the fiscal year ended December 31, 2004, please
provide us with your detailed SAB 99 analysis of the quantitative
and
qualitative factors regarding the materiality of your presentation
of
EPS under US GAAP for fiscal years 2003 and 2004.

(v)  Market value adjustments, page 81 of 2004 Annual Report

8. We note your response to comment 11 in our letter dated
September
15, 2005.  Please provide us sufficient information to understand
how
the third paragraph of this section of your filing relates to the
two
adjustments that consist of the total market value adjustment.
For
example, please tell us how the effects of accounting for
derivatives
in accordance with US GAAP with a decrease to net income of $8
million and the net derivative gains reclassified from other
comprehensive income to income of $22 million relates to the
unrealized loss adjustment of $6 million for fiscal year 2004.

(c)  Balance Sheet Differences, page 83 of 2004 Annual Report

9. We note your response to comment 12 in our letter dated
September
15, 2005.  Specifically, we note for the Series 7 Class A
preferred
shares that it contains a feature allowing the holder to exchange
the
preferred shares for Class A common shares upon the occurrence of
one
of the three events.  Furthermore, we note your analysis of your
Series 10, 11 and 12 Class A preferred shares that are convertible
into Class A common shares at the option of the you or the holder.
While your Series 7, 10, 11 and 12 Class A preferred shares may
not
meet the criteria set forth in SFAS 150, you do need to continue
to
evaluate the applicability of these securities to the other
accounting literature.  After analyzing the securities under SFAS
150, you then need to analyze the securities under SFAS 133.  If
you
determine that the instruments are not derivatives, then you need
to
analyze the securities under EITF 00-19 to determine the
appropriate
classification  of the securities on the balance sheet.  If under
EITF 00-19, the preferred shares meet the requirements to be
classified as equity, you then need to consider ASR 268 and EITF
D-98
to determine whether the preferred shares should be classified as
permanent equity or temporary equity.  Your response should
provide
us with a detailed analysis of how you arrived at your conclusion
for
each step under SFAS 133, EITF 00-19, and ASR 268 and EITF D-98,
as
applicable, for each preferred share.

(d)  Cash Flow Statement Differences, page 85 of 2004 Annual
Report

10. We note your response to comment 14 in our letter dated
September
15, 2005.  Please tell us whether your funds management business
meets the definition of an investment company as described in
paragraphs 1.01-1.06 of the AICPA Audit and Accounting Guide:
Audits
of Investment Companies, including an explanation as to how you
arrived at your conclusion.

If you determine that you meet the criteria of an investment
company
per the AICPA Audit and Accounting Guide, please tell us why you
believe your classification of the sales and purchases of
securities
and loans advanced and collected related to your funds management
business as an investing activity is in accordance with the
guidance
set forth in paragraphs 7.59-7.64 of the AICPA Audit and
Accounting
Guide:  Audits of Investment Companies.

Finally, we note your statement in your response letter that you
do
hold a small portfolio of securities held for trading purposes,
which
were not reflected in operating activities.  Please quantify the
impact of reclassifying these securities held for trading purposes
for each period presented.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or me at (202) 551-3769, if you have questions regarding
comments on the financial statements and related matters.

Sincerely,

Rufus Decker
Accounting Branch Chief

??

??

??

??

Brian Lawson
Brascan Corporation
October 31, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

September 15, 2005

via U.S. mail and facsimile

Alan V. Dean
Senior Vice-President, Corporate Affairs and Secretary
Brascan Corporation
BCE Place
181 Bay Street, Suite 300
Toronto, Ontario, Canada  M5J 2T3

	Re:	Brascan Corporation
		Form 40-F for the Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		File No. 33-97038

Dear Mr. Dean:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review  to
other
portions of your documents.  Where indicated, we think you should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Management`s Discussion and Analysis of Financial Results, page 8
of
2004 Annual Report

Structured Products and Capital Market Investments, page 33 of
2004
Annual Report

1. We note in 2003 that you created Titanium Trust, an asset
backed
trust that finances receivables and other assets acquired from you
and other entities.  Please tell us more about these transactions,
including how you are accounting for these transactions in your
consolidated financial statements.  Specifically, tell us how you
are
reflecting the assets securitized and the cash received on your
consolidated balance sheet and consolidated statement of cash
flows
along with the authoritative literature that supports your
accounting.  Please also tell us whether these transactions are
being
accounted as sales or financing arrangements.  Please refer to
SFAS
140.  Finally, please tell us why you believe no disclosure was
required regarding your policy for accounting for these
transactions.
If you determine that a stated policy is needed in your periodic
filing, please provide us with the disclosure you intend to
include
in future filings.

Contractual Obligations, page 50 of 2004 Annual Report

2. In future filings, please revise your table of contractual
obligations as follows:
* To increase transparency of cash flow, please include scheduled
interest payments in your table.  To the extent that the interest
rates are variable and unknown, you may use your judgment to
determine whether or not to include estimates of future variable
rate
interest payments in the table or in a footnote to the table.
Regardless of whether you decide to include variable rate
estimated
interest payments in the table or in a footnote, you should
provide
appropriate disclosure with respect to your assumptions.
* To the extent that you are in the position of paying cash rather
than receiving cash under your interest rate swaps, please
disclose
estimates of the amounts you will be obligated to pay.
Please refer to General Instruction B.(12) of Form 40-F for
additional guidance.  Finally, please confirm to us that you do
not
have any leasing obligations; otherwise, please revise your
contractual obligations table accordingly.  Please provide us with
the disclosure you intend to include in future filings.

1.  Summary of Accounting Policies, page 57 of 2004 Annual Report

(f)  Revenue and Expense Recognition, page 58 of 2004 Annual
Report

(ii)  Residential property operations, page 59 of 2004 Annual
Report

3. We note that you have included your revenue recognition policy
for
the sale of land.  Please clarify for us and revise your
disclosure
in future filings the nature of "all other significant
conditions."

4. Please tell us with a view toward future disclosure your policy
for recognizing revenue from the sale of homes.

9.  Corporate Borrowings, page 68 of 2004 Annual Report

5. We note your disclosures provided regarding your corporate
borrowings debt instruments, which does not appear to provide
disclosure of all instruments totaling US$1.675 billion.  Please
reconcile your disclosures to your total balance of US$1.675
billion.
Please tell us how you intend to revise your disclosures in future
filings so that your disclosure fully describes the total balance
included on the consolidated balance sheet.

12.  Preferred Equity - Corporate and Subsidiaries, page 70 of
2004
Annual Report

Subsidiaries Preferred Equity, page 71 of 2004 Annual Report

6. We note that you are recording preferred equity shares issued
by
your subsidiary within stockholders` equity under both Canadian
and
US GAAP.  Please provide us with additional detail of the terms of
these instruments including how you determined your accounting in
your consolidated financial statements is in accordance with US
GAAP.
Please provide us with the US GAAP authoritative literature that
supports your accounting.  Finally, please provide us with any
revised disclosure you intend to include in future filings to
clarify
for investors your accounting of these instruments.

23.  Difference from United States Generally Accepted Accounting
Principles, page 80 of 2004 Annual Report

(a)  Income Statement Differences

7. In future filings, please revise to present preferred stock
dividends and net income/(losses) available to common shareholders
in
this footnote, along with the corresponding per share amounts.
Refer
to SAB Topic 6.B.  Please provide us with the disclosure you
intend
to include in future filings.

8. We note that you have shares of both Class A common shares and
Class B common shares outstanding.  Please address for us how your
earnings per share presentation complies with the guidance set
forth
in paragraphs 60-61 of SFAS 128.  If you determine that you are
required to revise your presentation of US GAAP earnings per
share,
please provide us with your detailed calculation.

9. Please provide us with your detailed basic and diluted earnings
per share calculation for each period presented in accordance with
US
GAAP.  In addition, please ensure that you address the following:
* The impact of your Series 10-12 Class A Preferred Shares that
are
convertible into Class A common shares on diluted earnings per
share.
Refer to paragraphs 26-28 of SFAS 128.
* The impact of your Series 1 Class A Preferred Shares that were
converted into Class A common shares.  Refer to EITF Topic D-42.
* Please tell us whether you retroactively restated your earnings
per
share in prior periods for Class A common shares issued pursuant
to
your dividend reinvestment plan.  Refer to paragraph 54 of SFAS
128
for guidance.
* Any revised disclosure you intend to include in future filings
regarding your basic and diluted earnings per share amounts.

10. In future filings, please include disclosure of the line items
that would impact operating income/(loss) under US GAAP instead of
Canadian GAAP.  For example, you include "other operating costs"
and
"depreciation and amortization" below net operating income for
your
consolidated statement of income prepared in accordance with
Canadian
GAAP.  However, the classification of these items on the
consolidated
statement of income for US GAAP purposes would have been within
net
operating income.   Please provide us with the disclosure you
intend
to include in future filings.

(v)  Market value adjustments, page 81 of 2004 Annual Report

11. We note your disclosure regarding your adjustment to net
income
under Canadian GAAP to US GAAP regarding your investments.  Please
provide us with a reconciliation of your disclosures on pages 81-
82
of the 2004 Annual Report to your $1 million increase in net
income
to arrive at net income under US GAAP.  Please also provide us
with
any revisions to your disclosure you intend to include in future
filings.

(c)  Balance Sheet Differences, page 83 of 2004 Annual Report

12. For each series of your Class A preferred equity securities,
please tell us how you are reflecting the instrument on your US
GAAP
balance sheet and include the US GAAP authoritative literature
that
supports your accounting.  Please provide us with the
disclosure you intend to include in future filings to provide
investors with a better understand of how you are accounting for
these instruments.

13. Please provide us with a detailed rollforward of stockholders`
equity for each period presented in accordance with US GAAP.

(d)  Cash Flow Statement Differences, page 85 of 2004 Annual
Report

14. We note that your consolidated statement of cash flows
prepared
in accordance with Canadian GAAP include the sales and purchases
of
securities and loans advanced and collected related to your Funds
Management business as an investing activity with no
reclassification
under US GAAP.  Considering your Funds Management business
activities, please tell us how you determined that classification
as
an investing activity is in accordance with SFAS 95 versus a
classification as an operating activity.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 connection with responding to our comments, please
provide,
in writing, a 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or me at (202) 551-3769, if you have questions regarding
comments on the financial statements and related matters.

Sincerely,

Rufus Decker
Accounting Branch Chief

??

??

??

??

Alan V. Dean
Brascan Corporation
September 15, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>