SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

Bryan Davis
Chief Financial Officer
Brookfield Property Partners L.P.
73 Front Street , 5th Floor
Hamilton , HM 12
Bermuda

 Re: Brookfield Property Partners L.P.
 Form 20-F for the year ended December 31, 2024
 Filed March 21, 2025
 File No. 001-35505
Dear Bryan Davis:

 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

 June 5, 2025

 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

 Attention:
 Howard Efron

 Wilson Lee

 Re:
 Brookfield Property Partners L.P.

 Form 20-F for the year ended December 31, 2024

 Filed March 21, 2025

 File No. 001-35505

 Dear Ladies and Gentlemen:

 On behalf of Brookfield Property Partners L.P.
(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 May 22,
2025, with respect to the Company's Form 20-F (File No. 001-35505) (" Form 20-F ") for the Company's fiscal
year ended December 31, 2024, filed with the Commission on March 21, 2025. The numbered paragraphs below correspond to the numbered comments
in the Staff's letter and the Staff's comments are presented in bold italics. Unless otherwise indicated, defined terms used
herein have the meanings set forth in the Form 20-F.

 Form 20-F for the year ended December 31, 2024

 5.B. LIQUIDITY AND CAPITAL RESOURCES, page 79

 1. We note your disclosure indicates that you maintain capacity under your credit facilities. Please quantify to us and revise
future filings to disclose the amounts available under your credit facilities as of the end of the period covered by your periodic report.
In addition, your disclosure appears to indicate that you plan to seek technical default waivers. Clarify whether any of your outstanding
debt is in technical default or at risk for technical default as of the end of the period covered by your periodic report. To the extent
relevant, please revise future filings to discuss existing or potential technical default situations. Reference is made to Item 303(b)(1)
of Regulation S-K and 501.03 of the Codification of Financial Reporting Policies.

 Response: The Company acknowledges the Staff's comments
and in connection therewith has considered Item 303(b)(1) of Regulation S-K and 501.03 of the Codification of Financial Reporting Policies.

 With respect to capacity under the Company's consolidated
corporate credit facilities, the Company advises the Staff that as of December 31, 2024, the aggregate amount of available borrowing capacity
under such credit facilities was $4,432 million. The Company advises the Staff that it believes it has adequate borrowing capacity under
such credit facilities to meet its existing and likely future cash requirements (including, as referenced in Item 303(b)(1) of Regulation
S-K and 501.03 of the Codification of Financial Reporting Policies, with respect to its cash needs in the next 12 months and beyond).
In future filings, beginning with the Company's quarterly report for the six-months ended June 30, 2025, the Company will disclose
its available borrowing capacity under such credit facilities.

 - 2 -

 With respect to the Staff's comment regarding technical
default waivers, the Company advises the Staff that none of the Company's credit facilities described above currently are, or were
as of December 31, 2024, in technical default or at risk for technical default. The Company further advises the Staff that the disclosure
at the top of page 79 of the Form 20-F refers only to technical default waivers that the Company may from time to time obtain on mortgages
on properties and not the Company's credit facilities. The mortgages applicable to such properties are at the property level and
are non-recourse to the Company. As disclosed at the bottom of page 79 on the Form 20-F, the Company has suspended contractual payment
on certain mortgages, which mortgages represent approximately 5% of the Company's non-recourse mortgages (other than mortgages on
properties in receivership). As further disclosed at the bottom of page 79 of the Form 20-F, the Company is currently engaging in modification
or restructuring discussions with the respective creditors under these mortgages and may or may not be successful in these negotiations.
If unsuccessful, certain properties securing these loans could be transferred to the lenders.

 The Company advises the Staff that it believes that additional
disclosure is not warranted with respect to such mortgages as they have not had, and are not expected to have, a material impact on the
Company's overall financial condition, results of operations or liquidity, and the mortgages are non-recourse to the Company and
any losses would be limited to the property securing such mortgages. The Company further advises the Staff that the Company's financial
statements appropriately classify such property-level mortgages subject to suspended contractual payments as current liabilities on its
balance sheet.

 In future filings, should there be any material developments
in these modifications or restructuring efforts or if the outcome is likely to materially affect the Company's financial condition
or operations, the Company will provide appropriate disclosure consistent with Item 303(b)(1) of Regulation S-K and 501.03 of the Codification
of Financial Reporting Policies.

 ITEM 15. CONTROLS AND PROCEDURES, page 146

 2. We note that management's conclusion with respect to internal control over financial reporting as of December 31, 2024
had been qualified to exclude Watermark Lodging Trust. We note that Watermark Lodging Trust was acquired on December 9, 2022. Please clarify
your basis for omitting Watermark Lodging Trust from your assessment beyond more than one annual management report on internal control
over financial reporting. Reference is made to Question 3 of the FAQ for Management's Report on Internal Control over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports.

 - 3 -

 Response: The Company respectfully acknowledges the Staff's
comment regarding the reference to the exclusion of Watermark Lodging Trust (" Watermark ") from management's report
on internal control over financial reporting (" ICFR "). The Company advises the Staff that reference to Watermark was
made in error and should not have been designated as excluded from the Company's ICFR assessment in reliance on Question 3 of the
FAQ for Management's Report on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports. The Company confirms to the Staff that as of December 31, 2024, the Company appropriately included all subsidiaries of the Company
required for purposes of making its assessment on internal controls over financial reporting consistent with the rules of the Commission
and applicable Commission guidance and there were no consolidated subsidiaries or operations that were excluded from ICFR assessment.

 The Company advises the Staff that going forward the Company
will remove references to Watermark and will only exclude consolidated subsidiaries and operations consistent with Question 3 of the FAQ
for Management's Report on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Report
and otherwise consistent with applicable Commission guidance.

 *****

 If there are additional comments or questions, please do not hesitate
to contact the undersigned at (212) 417-7166.

 Very truly yours,

 By:
 /s/ Bryan Davis

 Name:
 Bryan Davis

 Title:
 Chief Financial Officer, Brookfield Property Partners L.P.

 cc:
 Mile T. Kurta, Torys LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Bryan Davis
Chief Financial Officer
Brookfield Property Partners L.P.
73 Front Street , 5th Floor
Hamilton , HM 12
Bermuda

 Re: Brookfield Property Partners L.P.
 Form 20-F for the year ended December 31, 2024
 Filed March 21, 2025
 File No. 001-35505
Dear Bryan Davis:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 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 a
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 20-F for the year ended December 31, 2024
5.B. LIQUIDITY AND CAPITAL RESOURCES, page 79

1. We note your disclosure indicates that you maintain capacity under your
credit
 facilities. Please quantify to us and revise future filings to disclose
the amounts
 available under your credit facilities as of the end of the period
covered by your
 periodic report. In addition, your disclosure appears to indicate that
you plan to seek
 technical default waivers. Clarify whether any of your outstanding debt
is in technical
 default or at risk for technical default as of the end of the period
covered by your
 periodic report. To the extent relevant, please revise future filings to
discuss existing
 or potential technical default situations. Reference is made to Item
303(b)(1) of
 Regulation S-K and 501.03 of the Codification of Financial Reporting
Policies.
ITEM 15. CONTROLS AND PROCEDURES, page 146

2. We note that management's conclusion with respect to internal control
over financial
 May 22, 2025
Page 2

 reporting as of December 31, 2024 had been qualified to exclude
Watermark Lodging
 Trust. We note that Watermark Lodging Trust was acquired on December 9,
2022.
 Please clarify your basis for omitting Watermark Lodging Trust from
your
 assessment beyond more than one annual management report on internal
control over
 financial reporting. Reference is made to Question 3 of the FAQ for
Management's
 Report on Internal Control over Financial Reporting and Certification of
Disclosure in
 Exchange Act Periodic Reports.

 In closing, 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 Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 with
any questions.

 Sincerely,

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

United States securities and exchange commission logo
June 21, 2023
Jane Sheere
Secretary
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Re:Brookfield Property Partners L.P.
Form 20-F for the fiscal year ended December 31, 2022
Filed February 24, 2023
File No. 001-35505
Dear Jane Sheere:
            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

CORRESP
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filename1.htm

June 6, 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: Paul Cline

                                                                                Jennifer Monick

 Re: Brookfield Property Partners L.P.

                                                                                Form 20-F
for Fiscal Year Ended December 31, 2022

                                                                                Filed February
24, 2023

                                                                                File No.
                                            001-35505

Dear Ladies and Gentlemen:

Set forth below are the responses
of Brookfield Property Partners L.P. (“we,” “our” or the “Partnership”) to comments
received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) by letter dated May 24, 2023, with respect to the Partnership’s Form 20-F for Fiscal Year
Ended December 31, 2022 (the “Form 20-F”).

For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment.

Form 20-F for the fiscal year ended December 31, 2022

5.A. Operating Results

Operating Results, page 58

 1. We note you have identified multiple factors that impact your operating results but it does not
appear that you have separately quantified each factor. For example purposes only, we note your disclosure that commercial property revenue
decreased due to property dispositions in your LP Investments and Core Office segments and the negative impact of foreign currency translation,
partially offset by incremental revenue in your Core Retail portfolio, as the retail sector continued to recover. When there are multiple
factors impacting your operating results, please revise your disclosures to separately quantify the impact from each factor.

The Partnership acknowledges the Staff’s
comment and confirms that, in future filings (beginning with the Partnership’s discussion of operating results for the quarter ended
June 30, 2023 to be filed on Form 6-K), it will separately quantify the material factors impacting the Partnership’s operating results,
financial position and key metrics.

    Brookfield

250 Vesey Street, New York, NY, 10281

T +1 212 417 7000  brookfield.com

1

For illustrative purposes, below is
revised disclosure using the Partnership’s most recently filed Form 20-F as an example of our proposed future disclosure with respect
to commercial property revenue, hospitality revenue and investment and other revenue (which the Partnership will endeavor to expand to
other discussions of the Partnership’s operating results, financial position and key metrics):

“In 2022, commercial property
revenue decreased by $314 million compared to 2021 primarily due to lower revenue of $321 million from property dispositions in
our LP Investments and Core Office segments and the negative impact of foreign currency translation of $92 million, partially offset
by incremental revenue of $30 million in our Core Retail portfolio, as the retail sector continued to recover.”

“Hospitality revenue increased
to $1,511 million for the year ended December 31, 2022 from $1,073 million in 2021. The increase was related to a full year of
incremental revenue, compared to two quarters of revenue in the prior period, following the consolidation of Hospitality Investors Trust
at the end of the second quarter of 2021 resulting in an increase of $263 million over prior year. While the prior period was impacted
by closures and cancellations related to COVID-19, the current year benefitted from the lifting of restrictions and strong demand, primarily
at Center Parcs, which recorded a $249 million increase over prior year. Our remaining hospitality investments operated at a loss
in the prior year given reduced occupancy levels or mandated closures, also benefitted from the continued recovery in the hospitality
sector in the current period. These increases were partially offset by dispositions which resulted in a decrease of $209 million
compared to prior year.”

“Investment and other revenue
includes management fees, leasing fees, development fees, interest income and other non-rental revenue. Investment and other revenue increased
by $141 million for the year ended December 31, 2022 as compared to the prior year, primarily due to development revenue of $40
million received for an office development in Perth in the prior year. The current period also benefited from $39 million of
higher leasing and development fees, higher interest income and a distribution from BSREP III primarily associated with the sale of a
life science portfolio. Income from the sale of multifamily develop-for-sale assets contributed to a $21 million increase over
prior year.”

Non-IFRS Financial Measures, page 75

 2. We note your reconciliation to arrive at Company FFO on page 78 and LP Investments Company FFO on
page 81; specifically, we note your adjustment for BSREP III earnings. It appears that such adjustment has the effect of reflecting your
proportionate share of BSREP III Company FFO and removing investment income related to a distribution you received from BSREP III. In
light of the adjustment for BSREP III earnings, please tell us how you have determined these measures are not tailored measures as contemplated
in Question 100.04 of the Non-GAAP C&DI.

    Brookfield

250 Vesey Street, New York, NY, 10281

T +1 212 417 7000  brookfield.com

2

The Partnership
acknowledges the Staff’s comment and advises the Staff that our ownership in BSREP III is accounted for as a financial asset measured
at fair value through profit and loss with distributions received recognized in Investment and other income. Investment income related
to distributions received by the Partnership from BSREP III (2022 - $87 million and 2021 - $48 million) are dependent on realization events
(primarily dispositions) instead of the underlying operating performance of the investments within BSREP III. In determining Company FFO,
we adjust the Partnership’s earnings from BSREP III to reflect the Partnership’s share of the FFO of the BSREP III fund in
order to provide readers insight into the operating performance of the underlying businesses within BSREP III. This approach is consistent
with how we evaluate the performance of other opportunistic funds, including BSREP I and II, which share the same investment strategy.
Because BSREP I and II are consolidated into the operating results of the Partnership, while BSREP III is accounted for as a financial
asset, by adjusting Company FFO for realization events we are better able to convey to readers of our financial statements the operating
performance of the underlying businesses within these funds. We also believe such adjustment would not be
misleading because the readers of the Partnership’s financial statements evaluate the operating performance of the underlying businesses
within each of these funds in a consistent manner and our ability to execute on operational improvements from these businesses together
with the general partner in a manner that is comparable across each of these funds irrespective of the Partnership’s interest in
each fund, as it may vary between funds, even though the underlying strategy remains the same.

In future filings (beginning with the
Partnership’s discussion of Non-IFRS Financial Measures for the quarter ended June 30, 2023 to be filed on Form 6-K), we propose
to clarify our definition of Company FFO as follows:

“Company FFO: FFO before
the impact of depreciation and amortization of non-real estate assets, transaction costs, gains (losses) associated with non-investment
properties, imputed interest on equity accounted investments and the partnership’s share of BSREP III FFO. The partnership
accounts for its investment in BSREP III as a financial asset and the income (loss) of the fund is not presented in the partnership’s
results. Distributions from BSREP III, recorded as dividend income under IFRS, are removed from investment and other income for Company
FFO presentation as these are dependent on realization events such as dispositions instead of the underlying operating performance
of the investments within BSREP III.”

*****

If there are additional comments or questions, please do not hesitate
to contact the undersigned at (212) 417-7166.

Very truly yours,

    By:
    /s/ Bryan K. Davis

    Name:
    Bryan K. Davis

    Title:
    Chief Financial Officer, Brookfield Property Partners L.P.

    Cc:

    Mile T. Kurta, Torys LLP

    Timothy Wilson, Deloitte LLP

    Brookfield

250 Vesey Street, New York, NY, 10281

T +1 212 417 7000  brookfield.com

3

United States securities and exchange commission logo
May 24, 2023
Jane Sheere
Secretary
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Re:Brookfield Property Partners L.P.
Form 20-F for the fiscal year ended December 31, 2022
Filed February 24, 2023
File No. 001-35505
Dear Jane Sheere:
            We have limited our review of your filing to the financial statements and related
disclosures 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 business days by providing the requested
information or advise 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 20-F for the fiscal year ended December 31, 2022
5.A. Operating Results
Operating Results, page 58
1.We note you have identified multiple factors that impact your operating results but it does
not appear that you have separately quantified each factor. For example purposes only, we
note your disclosure that commercial property revenue decreased due to property
dispositions in your LP Investments and Core Office segments and the negative impact of
foreign currency translation, partially offset by incremental revenue in your Core Retail
portfolio, as the retail sector continued to recover.  When there are multiple factors
impacting your operating results, please revise your disclosures to separately quantify the
impact from each factor.
Non-IFRS Financial Measures, page 75
2.We note your reconciliation to arrive at Company FFO on page 78 and LP Investments

 FirstName LastNameJane Sheere
 Comapany NameBrookfield Property Partners L.P.
 May 24, 2023 Page 2
 FirstName LastName
Jane Sheere
Brookfield Property Partners L.P.
May 24, 2023
Page 2
Company FFO on page 81; specifically, we note your adjustment for BSREP III earnings.
It appears that such adjustment has the effect of reflecting your proportionate share of
BSREP III Company FFO and removing investment income related to a distribution you
received from BSREP III.  In light of the adjustment for BSREP III earnings, please tell us
how you have determined these measures are not tailored measures as contemplated in
Question 100.04 of the Non-GAAP C&DI.
            In closing, 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.
            You may contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

June 15 , 201 8

Via E -Mail
Robert W. Downes , Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004

Re: GGP Inc.
Schedule 13E -3 Amendment No. 1
Filed June 11 , 201 8 by GGP Inc.  et. al
  File No. 005 -85755

 GGP Inc.  and Brookfield Property Partners L.P.
Registration Statement on Form S -4 / F-4
Filed June 11 , 2018
File No. 333-224593

Dear Mr. Downes :

We have reviewed the above filings  and related response letter and have the following
additional comments.

Registration Statement on Form S -4

General

1. We continue to evaluate your response to our prior comment 2 and we may have further
comments.

Notice of Special Meeting of Stockholders

2. We note your response to prior comment 4 and note the registrants have unbundled
original proposals 2 and 3  into 4 separate proposals.  Please advise why the registrants
believe that new proposals 2 , 3, 4 and 5 are consistent with the requirements of Exchange
Act Rule 14a -4(a)(3) and the guidance set forth in Question 101.02 of the Compliance
and Disclosure Interpretations (Regarding Unbundling under Rule 14a -4(a)(3) Generally)
(updated 1/24/14)  and Question 201.01 of the Compliance and Disclosure Interpretations
(Regarding Unbundli ng under Rule 14a -4(a)(3) in the M&A Context) ( updated
10/27/15) .  For example, but without limitation, pl ease advise why  current proposal 2,
relating to  the items that follow, does not either contain separate material matters that
substantively affect shareholder rights  or, at a minimum,  contain  matters  on which
shareholders could reasonably be expected to wish to express a view separate from their

Robert W. Downes , Esq.
Sullivan & Cromwell LLP
June 15 , 2018
Page 2

 views on the other  charter  amendments that are part of  this proposal :

 the authorization  of the issuance and establishment of  rights, powers  and preferences
of 3 classes of stock;
 the removal of stockholders ’ ability to prohibit the board from amending bylaws that
were amended by the stockholders;
 the permission for  holders of two of the newly created classes of stock to take action
by consent in lieu of a stockholder meeting ;
 exclusive forum ;
 the elimination of  provisions that would  prohibit GGP/BPR from issuing any clas s of
non-voting equity securities under certain circumstances;  and
 amendments to  the terms of GGP’s pre -existing series A preferred stock to preserve
the conversion right of such stock under its curre nt terms .

Please address these points with respect to the matters found in proposals 3, 4 and 5  as
well.

Please direct any questions to me at (202) 551 -3444.  You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers & Acquisitions

CORRESP
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VIA EDGAR

July 26, 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 Property Partners L.P.

Registration Statements on Form F-3

File Nos. 333-225158 and 333-225163

To Whom It May Concern:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Brookfield Property Partners L.P. (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statements on Form F-3, as amended (the “Registration Statements”) to become effective
on July 31, 2018, at 12:00 p.m., Eastern Time, or as soon thereafter as is practicable. The Registrant also hereby requests
a copy of the written order verifying the effective date. Once the Registration Statements have been declared effective, please
orally confirm that event with our legal counsel, Torys LLP, by calling Mile T. Kurta at (212) 880-6363.

    Sincerely,

    BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, BROOKFIELD

                                                       PROPERTY PARTNERS LIMITED

    By:
    /s/ Jane Sheere

    Name: Jane Sheere

    Title: Secretary

CORRESP
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Acceleration Request

 June 26, 2018

Via EDGAR and E-MAIL

United States Securities and Exchange Commission,

Office of Mergers & Acquisitions,

100 F Street, N.E.,

 Washington,
D.C. 20549.

 Attention: Mr. Perry J. Hindin, Special Counsel

Re:
Request for Acceleration of Effectiveness

GGP Inc. and Brookfield Property Partners L.P.

Registration Statements on Form S-4/F-4

File Nos. 333-224593/224594

 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, GGP Inc. and Brookfield Property Partners L.P. hereby respectfully request that the effectiveness of the above referenced joint registration statement on a
combined Form S-4/F-4, File Nos. 333-224593/224594, as amended, be accelerated by the Commission so that it may become
effective at 4:00 P.M. Eastern Time on Tuesday, June 26, 2018 or as soon thereafter as practicable.

*    *    *

 Please contact Robert W. Downes of Sullivan & Cromwell LLP at (212) 558-4312 or by email at downesr@sullcrom.com with any questions you may have. In addition, please notify Mr. Downes when this request for acceleration has been granted.

Very truly yours,

/s/ Rosemary G. Feit

Rosemary G. Feit

Executive Vice President and General Counsel

GGP Inc.

/s/ Bryan K. Davis

Bryan K. Davis

Chief Financial Officer

Brookfield Property Group LLC, a manager of Brookfield Property Partners L.P.

cc:
Sonia Barros

Sandra Hunter Berkheimer

(Securities and Exchange Commission)

Joseph C. Shenker

Robert W. Downes

Brian E. Hamilton

(Sullivan & Cromwell LLP)

Alan Klein

(Simpson Thacher & Bartlett LLP)

Michael J. Aiello

Matthew J. Gilroy

(Weil, Gotshal & Manges LLP)

Gilbert G. Menna

Mark S. Opper

David H. Roberts

(Goodwin Procter LLP)

Karrin Powys-Lybbe

Mile T. Kurta

(Torys LLP)

CORRESP
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CORRESP

TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

 WWW.SULLCROM.COM

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 BRUSSELS • FRANKFURT • LONDON • PARIS

 BEIJING • HONG KONG • TOKYO

 MELBOURNE • SYDNEY

 June 25, 2018

Via EDGAR and E-mail

Perry J. Hindin,

 Special Counsel,

United States Securities and Exchange Commission,

Office of Mergers & Acquisitions,

100 F Street, N.E.,

Washington, D.C. 20549.

Re:
GGP Inc.

Schedule 13E-3 Amendment No. 1

Filed June 11, 2018 by GGP Inc. et. al

File No. 005-85755

GGP Inc. and Brookfield Property Partners L.P.

Registration Statement on Form S-4/F-4 Amendment No. 1

Filed June 11, 2018

File Nos. 333-224593/224594

 Dear Mr. Hindin:

On behalf of GGP Inc. (“GGP”) and Brookfield Property Partners L.P. (“BPY”), set forth below are responses
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter, dated June 15, 2018, with respect to the above referenced Schedule 13E-3 Amendment No. 1, filed with the Commission on June 11, 2018 (“Schedule 13E-3 Amendment No. 1”), and the above referenced
joint registration statement on a combined Form S-4/F-4 Amendment No. 1, filed with the Commission on June 11, 2018 (such joint registration statement,
“Registration Statement Amendment No. 1”).

 GGP and BPY are concurrently filing via EDGAR Amendment
No. 2 to the Schedule 13E-3 (“Schedule 13E-3 Amendment No. 2”) and Amendment No. 2 to the Registration Statement on a
combined Form S-4/F-4 (“Registration Statement Amendment No. 2”), which reflect GGP’s and BPY’s responses to the comments
received by the Staff and certain updated information.

Perry J. Hindin

 -
 2
-

 For convenience, the text of the Staff’s comments is set forth in italics below,
followed by a response to each comment. Terms used but not otherwise defined herein that are defined in Schedule 13E-3 Amendment No. 2 or Registration Statement Amendment No. 2, have the meanings
ascribed to them in Schedule 13E-3 Amendment No. 2 or Registration Statement Amendment No. 2, as applicable. The responses and information described below are based upon information provided to us by
GGP and BPY (collectively, the “Companies”).

 Registration Statement on Form S-4

General

1.
We continue to evaluate your response to our prior comment 2 and we may have further comments.

Response to Comment No. 1:

The Companies note the Staff’s comment and advise the Staff that the disclosure in Registration Statement Amendment No. 1 has been
revised in response to the Staff’s comment. Please refer to page 31 of Annex I of Registration Statement Amendment No. 2.

 Notice of Special
Meeting of Stockholders

2.
We note your response to prior comment 4 and note the registrants have unbundled original proposals 2 and 3 into 4 separate proposals. Please advise why the registrants believe that new proposals 2, 3, 4 and 5 are
consistent with the requirements of Exchange Act Rule 14a-4(a)(3) and the guidance set forth in Question 101.02 of the Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) Generally) (updated 1/24/14) and Question 201.01 of the Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) in the M&A
Context) (updated 10/27/15). For example, but without limitation, please advise why current proposal 2, relating to the items that follow, does not either contain separate material matters that substantively affect shareholder rights or, at a
minimum, contain matters on which shareholders could reasonably be expected to wish to express a view separate from their views on the other charter amendments that are part of this proposal:

•

the authorization of the issuance and establishment of rights, powers and preferences of 3 classes of stock;

Perry J. Hindin

 -
 3
-

•

the removal of stockholders’ ability to prohibit the board from amending bylaws that were amended by the stockholders;

•

the permission for holders of two of the newly created classes of stock to take action by consent in lieu of a stockholder meeting;

•

exclusive forum;

•

the elimination of provisions that would prohibit GGP/BPR from issuing any class of non-voting equity securities under certain circumstances; and

•

amendments to the terms of GGP’s pre-existing series A preferred stock to preserve the conversion right of such stock under its current terms.

Please address these points with respect to the matters found in proposals 3, 4 and 5 as well.

Response to Comment No. 2:

The Companies note the Staff’s comment and advise the Staff that the disclosure in Registration Statement Amendment No. 1 has been
revised in response to the Staff’s comment, in accordance with the Companies’ response letter to the Staff dated June 20, 2018. Please refer to the first and second pages of the Notice of Special Meeting of Stockholders and pages
171 to 174 of Registration Statement Amendment No. 2.

Perry J. Hindin

 -
 4
-

 We trust that the foregoing and the revisions set forth in Schedule 13E-3 Amendment No. 2 and Registration Statement Amendment No. 2 are responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to
contact me at (212) 558-4312 or by email at downesr@sullcrom.com.

 Very
truly yours,

 /s/ Robert W. Downes

cc:
Sonia Barros

 Sandra Hunter Berkheimer

(Securities and Exchange Commission)

Rosemary G. Feit

 (GGP Inc.)

 Bryan K. Davis

 (Brookfield
Property Group LLC)

 Joseph C. Shenker

Brian E. Hamilton

(Sullivan & Cromwell LLP)

Alan Klein

 (Simpson
Thacher & Bartlett LLP)

 Michael J. Aiello

Matthew J. Gilroy

 (Weil,
Gotshal & Manges LLP)

 Gilbert G. Menna

Mark S. Opper

 David H. Roberts

 (Goodwin Procter LLP)

Karrin Powys-Lybbe

 Mile T.
Kurta

 (Torys LLP)

CORRESP
1
filename1.htm

CORRESP

TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

 WWW.SULLCROM.COM

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 BRUSSELS • FRANKFURT • LONDON • PARIS

 BEIJING • HONG KONG • TOKYO

 MELBOURNE • SYDNEY

 June 20, 2018

Via EDGAR and E-mail

Perry J. Hindin,

 Special Counsel,

United States Securities and Exchange Commission,

Office of Mergers & Acquisitions,

100 F Street, N.E.,

Washington, D.C. 20549.

Re:
GGP Inc.

Schedule 13E-3 Amendment No. 1

Filed June 11, 2018 by GGP Inc. et. al

File No. 005-85755

GGP Inc. and Brookfield Property Partners L.P.

Registration Statement on Form S-4/F-4 Amendment No. 1

Filed June 11, 2018

File Nos. 333-224593/224594

 Dear Mr. Hindin:

On behalf of GGP Inc. (“GGP”) and Brookfield Property Partners L.P. (“BPY”), set forth below are responses
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter, dated June 15, 2018, with respect to the above referenced Schedule 13E-3 Amendment No. 1, filed with the Commission on June 11, 2018 (the “Schedule 13E-3 Amendment No. 1”), and the above
referenced joint registration statement on a combined Form S-4/F-4 Amendment No. 1, filed with the Commission on June 11, 2018 (such joint registration
statement, the “Registration Statement Amendment No. 1”).

 GGP and BPY are preparing to file via EDGAR
Amendment No. 2 to the Schedule 13E-3 (“Schedule 13E-3 Amendment No. 2”) and Amendment No. 2 to the Registration Statement
on a combined Form S-4/F-4 (“Registration Statement Amendment No. 2”), which will reflect GGP’s and BPY’s responses to the
comments received by the Staff and certain updated information.

Perry J. Hindin

 -
 2
-

 For convenience, the text of the Staff’s comments is set forth in italics below,
followed by a response to each comment. Terms used but not otherwise defined herein that are defined in the Schedule 13E-3 Amendment No. 1 or Registration Statement Amendment No. 1, have the meanings ascribed
to them in the Schedule 13E-3 Amendment No. 1 or Registration Statement Amendment No. 1, as applicable. The responses and information described below are based upon information provided to us by GGP and BPY
(collectively, the “Companies”).

 Registration Statement on Form S-4

General

1.
We continue to evaluate your response to our prior comment 2 and we may have further comments.

Response to Comment No. 1:

The Companies acknowledge that the Staff is continuing to evaluate the Companies’ response and await the Staff’s determination.

Notice of Special Meeting of Stockholders

2.
We note your response to prior comment 4 and note the registrants have unbundled original proposals 2 and 3 into 4 separate proposals. Please advise why the registrants believe that new proposals 2, 3, 4 and 5 are
consistent with the requirements of Exchange Act Rule 14a-4(a)(3) and the guidance set forth in Question 101.02 of the Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) Generally) (updated 1/24/14) and Question 201.01 of the Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) in the M&A
Context) (updated 10/27/15). For example, but without limitation, please advise why current proposal 2, relating to the items that follow, does not either contain separate material matters that substantively affect shareholder rights or, at a
minimum, contain matters on which shareholders could reasonably be expected to wish to express a view separate from their views on the other charter amendments that are part of this proposal:

•

the authorization of the issuance and establishment of rights, powers and preferences of 3 classes of stock;

•

the removal of stockholders’ ability to prohibit the board from amending bylaws that were amended by the stockholders;

Perry J. Hindin

 -
 3
-

•

the permission for holders of two of the newly created classes of stock to take action by consent in lieu of a stockholder meeting;

•

exclusive forum;

•

the elimination of provisions that would prohibit GGP/BPR from issuing any class of non-voting equity securities under certain circumstances; and

•

amendments to the terms of GGP’s pre-existing series A preferred stock to preserve the conversion right of such stock under its current terms.

Please address these points with respect to the matters found in proposals 3, 4 and 5 as well.

Response to Comment No. 2:

The Companies note the Staff’s comment and advise the Staff that the Companies plan to revise the proposals in response to the
Staff’s comment such that the noted proposals read substantially as set forth below. Below each of the respective items in the noted proposals, the Companies have inserted in bold type their rationale for not unbundling such items.

Proposal 2: a proposal to approve amending the GGP certificate of incorporation to authorize new classes of capital stock and implement
other ancillary amendments. The certificate of incorporation, as amended by this proposal and proposals 3, 4 and 5 which we refer to as the amended charter, would

(i)
authorize the issuance of and establish the rights, powers, preferences, privileges, restrictions and other matters relating to class A stock, class B stock and class C stock;

(ii)
permit the holders of class B stock and class C stock to take action by consent in lieu of a stockholder meeting on matters that only the holders of class B stock or class C stock (and/or both classes) are entitled to
vote on;

 Item (ii) of this proposal 2 would permit the holders of class B stock and class C stock to act by
consent (without a stockholder meeting), but only on matters that the holders of class B stock and class C stock possess the exclusive right to vote on. The consent right, therefore, is directly tied to the exclusive voting rights of the
class B stock and class C stock authorized by this proposal 2. Article IV and Article XII of the current GGP charter together permit the GGP board to

Perry J. Hindin

 -
 4
-

unilaterally create and issue preferred stock that entitles its holders to act by consent without a stockholder meeting. The current provisions of Article XII demonstrate that the common
stockholders do not possess a right to preclude other stockholders from acting by consent. Accordingly, the Companies respectively submit that these exclusive voting rights should be deemed immaterial.

(iii)
amend the forum selection provision of Article XI to require certain actions against stockholders of BPR to be brought exclusively in the Court of Chancery of the State of Delaware, and to expressly permit BPR to waive
the forum selection provision with respect to certain proceedings;

 The current GGP charter already includes a forum
selection provision. The amendment subject to this item (iii) of proposal 2 would simply clarify that BPR may waive the application of the forum selection provision in specific instances in the future. Any decision to do so would need to be
made by the BPR board (or an authorized officer), and that decision must be made in accordance with the fiduciary duties that the directors (or authorized officer) owe to BPR and its stockholders. The amendment would also extend the exclusive forum
provision to cover claims for breach of fiduciary duty asserted against stockholders of BPR. Under Delaware law and the current GGP charter, the GGP board could have unilaterally amended the GGP bylaws, without stockholder approval, to insert a
forum selection provision governing claims against stockholders of BPR (see Article V of the current GGP charter (permitting the GGP board to enact bylaw amendments) and Section 115 of the Delaware General Corporation Law (the
“DGCL”) (permitting forum selection provisions to be inserted in corporate bylaws)).

(iv)
eliminate provisions that currently prohibit GGP and would otherwise prohibit BPR from issuing any class of non-voting equity securities under certain circumstances;

 Item (iv) of this proposal 2 would eliminate the current prohibition on issuing
non-voting equity securities. GGP inserted this provision into its charter when GGP emerged from bankruptcy. By its terms, the current provisions that prohibit issuing
non-voting equity securities are effective only so long as Section 1123(a)(6) of Title 11 of the United States Code is applicable to GGP. Section 1123(a)(6) is no longer applicable to GGP, and
therefore this amendment would only delete a provision that is already inoperative.

(v)
change the name of GGP to Brookfield Property REIT Inc.;

Perry J. Hindin

 -
 5
-

 Under Delaware law, this amendment could be effected unilaterally by the GGP board,
without stockholder approval (see Section 242(b)(1) of the DGCL).

(vi)
amend the terms of GGP’s pre-existing series A preferred stock to preserve the conversion right of such stock under its current terms, including among other things, to
provide that the new series A preferred stock is convertible into either class A stock or class C stock in certain circumstances; and

The amendment subject to this item (vi) of proposal 2 would provide that a holder of series A preferred stock may convert its shares
into either class A stock or class C stock following a change of control event. Under Article IV of the current GGP charter, the GGP board is authorized to unilaterally create and issue new preferred stock that may be convertible into “any
shares of any other class or series, or any other security, of the Corporation.” Accordingly, the Companies respectfully submit that conferring conversion rights of any kind on a series of preferred stock of GGP should be deemed immaterial. The
Companies believe this is particularly true in this case. The holders of series A preferred stock are currently convertible into common stock. Holders of common stock may receive class A stock as a result of the Transactions. The proposed amendment
merely preserves the conversion rights of the series A preferred stock in relation to the capital stock that the common stockholders will receive in the Transactions. Following this amendment, holders of series A preferred stock will also have the
option of converting their preferred stock into class C stock (instead of converting into class A stock). Accordingly, the change in conversion terms is consistent with the current substantive rights of the series A preferred stock.

(vii)
otherwise amend the GGP certificate of incorporation to read as set forth on Annex B attached to this joint proxy statement/prospectus, except for the amendments set forth in proposal 3, proposal 4 and proposal 5. A
vote in favor of this proposal will be deemed to constitute approval of the filing of a restated certificate of incorporation enacting the amendments set forth in this proposal;

Proposal 3: a proposal to approve amending the GGP certificate of incorporation to remove the ability of stockholders to prohibit the
board of directors of BPR, which we refer to as the BPR board, from further amending the bylaws that were amended by such stockholders. A vote in favor of this proposal will be deemed to constitute approval of the filing of a restated certificate of
incorporation enacting the amendment set forth in this proposal;

Perry J. Hindin

 -
 6
-

 Proposal 4: a proposal to approve amending the GGP certificate of incorporation to
increase the number of stockholder votes required to amend or repeal the bylaws from the current voting requirement to 66-2/3% of the voting power of the capital stock entitled to vote, unless the BPR board
recommends that stockholders approve such amendment or repeal. A vote in favor of this proposal will be deemed to constitute approval of the filing of a restated certificate of incorporation enacting the amendment set forth in this proposal;

Proposal 5: a proposal to approve amending the GGP certificate of incorporation to increase the number of stockholder votes required to
remove a director (either with or without cause) from a majority to 66-2/3% of the voting power of the capital stock entitled to vote. A vote in favor of this proposal will be deemed to constitute approval of
the filing of a restated certificate of incorporation enacting the amendment set forth in this proposal;

 Proposal 6: a proposal to
approve amending the GGP bylaws to include a provision requiring BPR to include in its proxy statements and proxy cards director candidates selected by a BPY affiliate. A vote in favor of this proposal will be deemed to constitute approval of
restated bylaws enacting the amendment set forth in this proposal;

 Proposal 7: a proposal to approve amending the GGP bylaws to
eliminate the stockholders’ power to call special meetings and to implement other ancillary amendments. As amended, the amended bylaws would

(i)
remove the ability of stockholders to call special meetings of stockholders;

(ii)
insert in the BPR bylaws the same provisions that will appear in the charter amendments to provide that the number of stockholder votes required to amend or repeal the bylaws will be
66-2/3% of the voting power of the capital stock entitled to vote, unless the BPR board recommends that the stockholders approve such amendment or repeal;

Perry J. Hindin

 -
 7
-

 Item (ii) of proposal 7 would only insert into the amended bylaws the same provision
that proposal 4 would insert into the amended charter. These provisions relate to the stockholder vote required to amend the bylaws. If proposal 4 is adopted, then GGP is required to amend the bylaws to enact item (ii) of proposal 7,
because otherwise the bylaws would contradict the charter. Under Delaware law, the bylaws may not contain any provision contrary to the charter (see Section 109(b) of the DGCL).

(iii)
eliminate the requirement that the BPR board appoint a lead director when the chairman of the BPR board is a current or former executive officer of BPR or is not otherwise an independent director, and instead provide
that a lead director may be selected by the independent directors (with “independent director” having the meaning given in the listing standards of the principal stock exchange on which BPR’s stock is listed); and

Item (iii) of proposal 7 could be effected unilaterally by the GGP board, without the approval of stockholders (see Article V of the
current GGP charter).

(iv)
otherwise amend the GGP bylaws to read as set forth in Annex C attached to this joint proxy statement/prospectus, except for the amendment set forth in proposal 6. A vote in favor of this proposal will be deemed to
constitute approval of restated bylaws enacting the amendments set forth in this proposal;

 It should also be noted that if
GGP were directed to further unbundle the noted items in each proposal, the total number of proposals presented to stockholders in connection with the Transactions could exceed 15 proposals, which would require a multiple-page proxy card. We
respectfully note that such a large number of proposals, all but one of which are contingent upon each other, could lead to confusion and errors on the part of stockholders and would appear to offset any potential benefit of further unbundling the
noted items for such stockholders.

Perry J. Hindin

 We trust that the foregoing and the proposed revisions to be set forth in Schedule 13E-3
Amendment No. 2 or Registration Statement Amendment No. 2 are responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 558-4312 or by email at downesr@sullcrom.com.

 Very truly yours,

/s/ Robert W. Downes

cc:
Sonia Barros

 Sandra Hunter Berkheimer

(Securities and Exchange Commission)

Rosemary G. Feit

 (GGP Inc.)

 Bryan K. Davis

 (Brookfield
Property Group LLC)

 Joseph C. Shenker

Brian E. Hamilton

(Sullivan & Cromwell LLP)

Alan Klein

 (Simpson
Thacher & Bartlett LLP)

 Michael J. Aiello

Matthew J. Gilroy

 (Weil,
Gotshal & Ma

CORRESP
1
filename1.htm

CORRESP

TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

 WWW.SULLCROM.COM

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 BRUSSELS • FRANKFURT • LONDON • PARIS

 BEIJING • HONG KONG • TOKYO

 MELBOURNE • SYDNEY

 June 11, 2018

Via EDGAR and Hand Delivery

 Perry J. Hindin,

Special Counsel,

 United States
Securities and Exchange Commission,

 Office of Mergers & Acquisitions,

100 F Street, N.E.,

Washington, D.C. 20549.

Re:
GGP Inc.

Schedule 13E-3

Filed May 2, 2018 by GGP Inc. et. al

File No. 005-85755

GGP Inc. and Brookfield Property Partners L.P.

Registration Statement on Form S-4/F-4

Filed May 2, 2018

File Nos. 333-224593/224594

 Dear Mr. Hindin:

On behalf of GGP Inc. (“GGP”) and Brookfield Property Partners L.P. (“BPY”), set forth below are responses to
the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter, dated May 24, 2018, with respect to the above referenced Schedule 13E-3, filed with the Commission on May 2, 2018 (the “Schedule 13E-3”), and the above referenced joint registration statement on a combined Form S-4/F-4, filed with the Commission on May 2, 2018 (such joint registration statement, the “Registration Statement”).

GGP and BPY are concurrently filing via EDGAR Amendment No. 1 to the Schedule 13E-3
(“Schedule 13E-3 Amendment No. 1”) and Amendment No. 1 to the Registration Statement on a combined Form
S-4/F-4 (“Registration Statement Amendment No. 1”), which reflect GGP’s and BPY’s responses to the comments received by the
Staff and certain updated information.

 For convenience, the text of the Staff’s comments is set forth in italics below, followed by
a response to each comment. Page number references in the responses refer

Perry J. Hindin

 -
 2
-

to page numbers in Schedule 13E-3 Amendment No. 1 and Registration Statement Amendment No. 1, as applicable. Terms used but not otherwise defined
herein that are defined in the Schedule 13E-3 or Registration Statement, have the meanings ascribed to them in the Schedule 13E-3 or Registration Statement, as
applicable. The responses and information described below are based upon information provided to us by GGP and BPY (collectively, the “Companies”).

Registration Statement on Form S-4

General

1.
Please add risk factor disclosure regarding the exclusive forum provision disclosed on page 185. Please address, without limitation, how the exclusive forum provision may impact the rights of shareholders, the
reasons for adopting the exclusive forum provision, and any questions as to enforceability of the exclusive forum provision under Delaware law.

Response to Comment No. 1:

The Companies note the Staff’s comment and advise the Staff that the disclosure in the Registration Statement has been revised in response
to the Staff’s comment. Please refer to pages 156, 197 and 198 of Registration Statement Amendment No. 1.

2.
We note the arbitration provision in the Form of Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, included as Exhibit B to the Agreement and Plan of Merger. Please revise your joint
proxy statement/prospectus to clarify the scope of the mandatory arbitration provision and add a thorough discussion of how it may impact the rights of shareholders. In particular, please expand your disclosure to address:

a.
the shareholders to whom the mandatory arbitration provision applies;

b.
whether you intend for arbitration to be the exclusive means for resolving disputes;

c.
whether the mandatory arbitration provision survives the consummation of the transactions and, if not, disclose at what stage the provision would no longer be in force;

d.
whether the mandatory arbitration provision only applies to claims relating to the merger or whether it applies more generally to compliance with the federal securities laws; and

Perry J. Hindin

 -
 3
-

e.
any material risks to shareholders resulting from this mandatory arbitration provision, such as whether the arbitration provision could impact the ability of shareholders to bring class-action lawsuits, and the
potential limitations that could result for shareholders.

 Please also disclose that arbitration shall be conducted in
New York, New York, per your disclosure on page I-32, and confirm that the laws of New York permit such a provision, or alternatively address any questions as to enforceability.

Response to Comment No. 2:

The Companies note the Staff’s comment and note that the arbitration provisions of the Form of Amended and Restated Agreement of Limited
Partnership of GGP Operating Partnership do not apply to shareholders of GGP or unitholders of BPY. However, the Companies advise the Staff that the disclosure in the Registration Statement has been revised in response to the Staff’s comment.
Please refer to pages 200 and 201 of Registration Statement Amendment No. 1.

 Letter to GGP Common Stockholders

3.
We note the statement that “…the aggregate number of shares of class A stock or BPY units that unaffiliated GGP common stockholders will receive in connection with the Transactions is
generally fixed” (emphasis added). With a view towards revised disclosure, please advise why such qualification is necessary.

Response to Comment No. 3:

The Companies note the Staff’s comment and respectfully inform the Staff that the aggregate number of shares of class A stock or BPY
units that unaffiliated GGP common stockholders will receive in connection with the Transactions will be based upon the number of shares of GGP common stock actually outstanding as of the record date of the
pre-closing dividend. The Companies advise the Staff that the disclosure in the Registration Statement has been revised in response to the Staff’s comment. Please refer to the second page of the Letter to
GGP Common Stockholders in Registration Statement Amendment No. 1.

 Notice of Special Meeting of Stockholders

4.
With a view towards revised disclosure please tell us what consideration the filing persons have given to unbundling proposals 2 and 3. Refer to Exchange Act Rule
14a-4(a)(3).

Perry J. Hindin

 -
 4
-

 Response to Comment No. 4:

The Companies note the Staff’s comment and advise the Staff that the disclosure in the Registration Statement has been revised in response
to the Staff’s comment. In response to the Staff’s comment, the Companies have unbundled such proposals into four separate matters upon which GGP common stockholders may vote.

Questions and Answers, page 1

5.
As discussed on a telephone call with Sullivan & Cromwell on May 23, 2018, please consider expanding the various references throughout the proxy statement / prospectus to
“subject to proration” to provide greater context to the reader, or alternatively, refer readers to the appropriate section of the proxy statement / prospectus where proration is explained with the sufficient detail needed to understand
the various summaries of the proposed transactions disclosed in the forepart of the document.

 Response to Comment
No. 5:

 The Companies note the Staff’s comment and advise the Staff that the disclosure in the
Registration Statement has been revised in response to the Staff’s comment. Please refer to the first page of the Letter to GGP Common Stockholders and pages 1, 4, 5, 7, 8, 12, 17, 18, 56 and 151 of Registration Statement
Amendment No. 1.

6.
With a view towards revised disclosure, please advise what consideration the filing persons gave to providing additional detail and context for readers to understand the timing and sequence for the determination of
the per share merger consideration and the aggregate cash dividend amount given that each defined term appears to include as part of its definition the other defined term.

Response to Comment No. 6:

The Companies note the Staff’s comment and respectfully clarify for the Staff that the “aggregate cash dividend amount” does not
include “per share merger consideration” as part of its definition and will be determined in accordance with the merger agreement based on a variety of factors, some of which will not be known until closer to the time of the charter
amendments closing. In response to the Staff’s comment, the Companies respectfully submit that the filing persons considered whether to provide any additional detail and context with respect to the timing and sequence for determination of the
aggregate cash dividend amount and the per share merger consideration and determined at the time of the filing of the Registration Statement that any such additional information was not material or germane to the understanding of the readers.
However, the

Perry J. Hindin

 -
 5
-

Companies advise the Staff that the disclosure in the Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 7 and 8 of Registration Statement
Amendment No. 1.

7.
Disclosure on page 5 includes the statement “…holders of class A stock will have the right following the consummation of the Transactions to exchange each share of class A stock for one BPY
unit or the cash equivalent of one BPY unit, at BPY’s election, subject to subsequent changes to the conversion ratio in the event of certain dilutive or capital events of BPY or BPR” (emphasis added). Please provide a
reference to the appropriate section of the document that provides greater detail regarding these changes and events.

Response to Comment No. 7:

The Companies note the Staff’s comment and advise the Staff that the disclosure in the Registration Statement has been revised in response
to the Staff’s comment. Please refer to pages 5, 6, 8 and 281 of Registration Statement Amendment No. 1.

 Reasons for the Recommendation
of the Special Committee and the GGP Board, page 74

8.
Disclosure on page 75 indicates that the Board based its fairness determination in part on the Special Committee’s analyses, conclusions and determination as to fairness. To the extent the Board did so, the
Board should expressly adopt the analyses and discussion as its own, or alternatively, provide the disclosure required by Item 8 of Schedule 13E-3 and Item 1014 of Regulation
M-A. See Question 20 of the Exchange Act Release No. 17719 (April 13, 1981).

Response to Comment No. 8:

The Companies note the Staff’s comment and advise the Staff that the disclosure in the Registration Statement has been revised in response
to the Staff’s comment. Please refer to page 81 of Registration Statement Amendment No. 1.

 Positions of the Parent Parties and the
Brookfield Filing Persons as to the Fairness…, page 111

9.
Disclosure in the first paragraph on page 112 indicates that each of the Parent parties and the Brookfield filing persons adopted the analysis of the special committee. Please reconcile this disclosure with the
disclosure on the top of page 113 which suggest that the Parent parties and Brookfield filing persons did not adopt such analysis.

Perry J. Hindin

 -
 6
-

Response to Comment No. 9:

The Companies respectfully clarify for the Staff that the Parent parties and Brookfield filing persons did not adopt the analysis of the
special committee or the GGP board in determining the fairness of the Transactions prior to the execution of the merger agreement, as they did not have access to such analyses at that time. However, the Parent parties and Brookfield filing persons
have, subsequent to the execution of the merger agreement, adopted such analyses. The Companies advise the Staff that the disclosure in the Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 120
and 121 of Registration Statement Amendment No. 1.

10.
The factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally relevant to each filing person’s fairness determination and should be discussed in reasonable detail. See Question Nos. 20 and 21
of the Exchange Act Release No. 34-17719 (April 13, 1981). Refer to the preceding comment. To the extent that the Parent parties and Brookfield filing persons did not expressly adopt the
analysis of the special committee, please revise this section to either include the factor described on clause (viii) of Instruction 2 to Item 1014 or explain why the factor was not deemed material or relevant.

 Response to Comment No. 10:

The Companies note the Staff’s comment and advise the Staff that the disclosure in the Registration Statement has been revised in response
to the Staff’s comment. Please refer to page 122 of Registration Statement Amendment No. 1.

 Summary of Financial Analyses, page 87

11.
Disclosure on pages 90 and 93 indicates that “[t]he range of terminal growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the [GGP (page 90) / BPY
(page 93)] forecasts and market expectations regarding long-term real growth of gross domestic product and inflation.” Please revise to disclose the referenced forecasts and market expectations.

Response to Comment No. 11:

The Companies note the Staff’s comment and advise the Staff that the disclosure in the Registration Statement has been revised in response
to the Staff’s comment. Please refer to pages 96, 97, 100 and 101 of Registration Statement Amendment No. 1.

Perry J. Hindin

 -
 7
-

 We
trust that the foregoing and the revisions set forth in Amendment No. 1 are responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 558-4312 or by email at downesr@sullcrom.com.

 Very truly yours,

/s/ Robert W. Downes

cc:
Sonia Barros

 Sandra Hunter Berkheimer

(Securities and Exchange Commission)

Rosemary G. Feit

 (GGP Inc.)

Bryan K. Davis

 (Brookfield
Property Group LLC)

 Joseph C. Shenker

Brian E. Hamilton

(Sullivan & Cromwell LLP)

Alan Klein

 (Simpson
Thacher & Bartlett LLP)

 Michael J. Aiello

Matthew J. Gilroy

 (Weil,
Gotshal & Manges LLP)

 Gilbert G. Menna

Mark S. Opper

 David H. Roberts

 (Goodwin Procter LLP)

Karrin Powys-Lybbe

 Mile T. Kurta

 (Torys LLP)

Mailstop 3233
August  22, 201 7

Via E -mail
Mr. Bryan K. Davis
Chief Financial Officer
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda

Re: Brookfield Property Partners L.P.
 Form 20 -F for the fiscal year ended December 31, 2016
Filed March 10, 2017
File No. 001 -35505

Dear Mr. Davis :

We have completed our review of your filing s.  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,

 /s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

        Brookfield Property Partners
        L.P.

        73 Front Street, 5th Floor

        Hamilton HM 12

        Bermuda

        Tel 	+411 294 3309

        www.brookfieldpropertypartners.com

July 28, 2017

Via EDGAR and e-mail

Wilson K. Lee

Office of Real Estate and Commodities

Securities and Exchange Commission

Mail Stop 3233

Washington, DC 20549

    Re:
    Brookfield Property Partners L.P.

    Form 20-F for the fiscal year ended December 31, 2016

    Filed March 10, 2017

    File No. 001-35505

Dear Mr. Lee:

Thank you for your letter dated July 19,
2017 and your comment contained therein (the “Comment Letter”). In my capacity as Chief Financial Officer of the service
provider to Brookfield Property Partners L.P. (the “company”), I am replying to the comment raised in the Comment Letter
on behalf of the company.

The company responds to your comment (which
we have repeated below in italics) as follows:

Form 20-F for the year ended December
31, 2016

Item 5. Operating and Financial Review
and Prospects

Related Parties, pages 89-91

 1. Reference is made to disclosure of transactions in prior year related to 9165789 Canada, Inc.
and its rights via its investment in BOP Management Holdings, Inc. to an indirect 33% ownership of BPO’s economic interest
in DTLA and an interest in BPO’s U.S. asset management and certain promote fee streams. Please clarify the ownership and
control structure of 9165789 Canada, Inc. and its related party relationship to you. In addition, please quantify for us amounts
recorded within your financial statements for the periods presented that relate to such related party transaction with 9165789
Canada, Inc. To the extent material, please revise future periodic filings to disclose significant terms of the relationship with
such related party including the ownership and control structure of the related entity and quantify amounts reflected within your
financial statements that relate to such transactions. Reference is made to paragraph 18 of IAS 24 and Item 7B of Form 20-F.

The company owns (though various
holding entities) 400,000 non-voting Class A preferred shares, Series 1 of 9165789 Canada Inc. and 16 current and former senior
officers of the company and its subsidiaries and service provider own 1,500 common shares of 9165789 Canada Inc. In June 2015,
the senior officers were given the opportunity to purchase these shares for cash at their fair value as part of the company’s
goal of retaining its top executives and aligning executives’ interests with those of the company. The only asset of 9165789
Canada Inc. is a 60% voting interest in BOP Management Holdings Inc. (with the remaining 40% voting interest in BOP Management
Holdings Inc. held by indirect subsidiaries of the company). BOP Management Holdings Inc. indirectly owns a 33% economic interest
in the company’s downtown Los Angeles fund, an interest in the company’s U.S. asset management business and certain
promote fee streams from entities managed by the company.

    1

The amounts recorded within
the company’s financial statements for the year ended December 31, 2016 relating to the transaction with 9165789 Canada Inc.
is the $1.5 million investment in common shares made by the senior officers which is recorded in Note 22 – Non-controlling
Interests of the company’s financial statements under Non-controlling interests in subsidiaries and properties and
$187,500 of net income attributable to non-controlling interests annually relating to these shares.

The company did not include disclosure of these arrangements
in its Form 20-F for the year ended December 31, 2016 given the amounts payable to related parties under these arrangements are
de minimus and the fact that these arrangements remained unchanged in 2016. In future periodic filings, to the extent material,
the company will include the significant terms of the relationship with 9165789 Canada Inc. including the ownership and control
structure and will quantify amounts reflected within the company’s financial statements that relate to such transactions.

***

If you have any questions or comments regarding
this letter, please call the undersigned at (212) 417-7166.

Very truly yours,

    “Bryan K. Davis”

    Bryan K. Davis

    Chief Financial Officer

    Brookfield Property Group LLC

    2

Mailstop 3233
July 19, 201 7

Via E-mail
Mr. Bryan K. Davis
Chief Financial Officer
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda

Re: Brookfield Property Partners L.P.
 Form 20-F for the  fiscal  year e nded December 31, 201 6
Filed March  10, 201 7
File No. 001 -35505

Dear Mr. Davis :

We have limited our review of your filing s to the financial statements and related
disclosures 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 business  days by providing the requested
information or advise us as soon as p ossible 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 c omments, we may have additional comments.

Mr. Bryan K. Davis
Brookfield Property Partners L.P.
July 19, 201 7
Page 2

 Form 20-F for the fiscal year ended December 31, 2016

Item 5. Operating and Financial Review and Prospects

Related Parties, pages 89 - 91

1. Reference is made to disclosure of transactions in prior year related to 91665789 Canada,
Inc. and its rights via its investment in BOP Management Holdings, Inc. to an indirect 33%
ownership of BPO’s economic interest in DTLA and an interest in BPO’s U.S. asset
management and certain promote fee streams.    Please clarify the ownership and control
structure of 91665789 Canada, Inc. and its related party relationship to you.    In addition,
please quantify for us amounts recorded within your financial statements for the periods
presented that relate to such re lated party transaction with 91665789 Canada, Inc.    To the
extent material, please revise future periodic filings to disclose significant terms of the
relationship with such related party including the ownership and control structure of the
related entity  and quantify amounts reflected within your financial statements that  relate to
such transactions.  Reference is made to paragraph 18 of IAS 24 and Item 7B of Form 20 -F.

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.

You may contact Jeffrey Lewis, Staff Accountant, at (202) 551 -6216 or the undersigned
at (202) 551-3468  with any questions.

Sincerely,

/s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

Mailstop 3233
        January 2 3, 2017

Via E -mail
Mr. Bryan K. Davis
Principal Financial Officer
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda

Re: Brookfield Property Partners L.P.
 Form 20-F for the fiscal year ended December 31, 2015
Filed March 17, 2016
File No. 001-35505

Dear Mr. Davis :

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

CORRESP
1
filename1.htm

        Brookfield Property Partners L.P.

        73 Front Street, 5th Floor

        Hamilton HM 12

        Bermuda

        Tel 	+411 294 3309

        www.brookfieldpropertypartners.com

January 20, 2017

Via EDGAR and e-mail

Jennifer Monick

Office of Real Estate and Commodities

Securities and Exchange Commission

Mail Stop 3233

Washington, DC 20549

 Re: Brookfield Property Partners L.P.

Form 20-F for the fiscal year ended December
31, 2015

Filed March 17, 2016

File No. 001-35505

Dear Ms. Monick:

Thank you for your letter dated December
22, 2016 and your comment contained therein (the “Comment Letter”). In my capacity as Chief Financial Officer
of the service provider to Brookfield Property Partners L.P. (the “company”), I am replying to the comment raised
by the Staff of the United States Securities and Exchange Commission in the Comment Letter on behalf of the company.

The company responds to your comment (which
we have repeated below in italics) as follows:

Form 20-F for the year ended December
31, 2015

Financial statements analysis, page 60

 1. We note your response to our prior comment 1 and your proposed disclosure for your sensitivity
analysis. It is unclear why the 5-15 basis point change that you propose disclosing is relevant to your asset classes because it
does not appear to be based on reasonably likely changes for each asset class. Please confirm that you will further revise your
sensitivity analysis to reflect the impacts that are based on reasonably likely changes for each asset class, such as a 25 basis
point change.

In response to your comment above,
the company proposes to add the following disclosure and table in its footnote to investment properties to the financial statements
on Form 20-F. The company provides this sensitivity analysis pursuant to IAS 1.129. In making this determination, the company gave
consideration to the fact that the requirements in IFRS 13 for a quantitative sensitivity analysis of fair value measurements to
reasonably possible alternative assumptions applies to financial assets and financial liabilities (refer to IFRS 13.93(h)) and
investment properties are not financial assets (refer to IAS 32.11):

“The following table presents
the impact on fair value of commercial properties as at December 31, 2016 from a 25 basis point change to the applicable unobservable
inputs used in the valuation of the partnership’s properties. 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 implied capitalization
rate:”

      1

***

If you have any questions or comments regarding
this letter, please call the undersigned at (212) 417-7166.

Very truly yours,

/s/ “Bryan Davis”

Bryan K. Davis

Chief Financial Officer

Brookfield Property Group LLC

      2

Mailstop 3233
        December 22, 2016

Via E -mail
Mr. Bryan K. Davis
Principal Financial Officer
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda

Re: Brookfield Property Partners L.P.
 Form 20-F for the fiscal year ended December 31, 2015
Filed March 17, 2016
File No. 001-35505

Dear Mr. Davis :

We have reviewed  your December 19 , 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 res pond.  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 reference to a prior comment  is to our comment in our December
5, 2016  letter .

Form 20 -F for the year ended December 31, 2015

Financial statements analysis, page 60

1. We note your response to our prior comment 1 and your proposed disclosure for your
sensitivity analysis.   It is unclear why the 5 -15 basis point change that you propose
disclosing is relevant to your asset classes because it does not appear to be based on
reasonably likely changes for each asset class.  Please confirm that you will further revise
your sensiti vity analysis to reflect the impacts that are  based on reasonably likely changes
for each asset class, such as a 25 basis point change.

Mr. Bryan K. Davis
Brookfield Property Partners L.P.
 December 22, 2016
 Page 2

 You may contact Peter McPhun at 202 -551-3581 or me at 202 -551-3295 with any
questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

        Brookfield Property Partners
        L.P.

        73 Front Street, 5th Floor

        Hamilton HM 12

        Bermuda

        Tel 	+411 294 3309

        www.brookfieldpropertypartners.com

December 19, 2016

Via EDGAR and e-mail

Jennifer Monick

Office of Real Estate and Commodities

Securities and Exchange Commission

Mail Stop 3233

Washington, DC 20549

 Re: Brookfield Property Partners L.P.

Form 20-F for the fiscal year ended December
31, 2015

Filed March 17, 2016

File No. 001-35505

Dear Ms. Monick:

Thank you for your letter dated December
5, 2016 and your comment contained therein (the “Comment Letter”). In my capacity as Chief Financial Officer
of the service provider to Brookfield Property Partners L.P. (the “company”), I am replying to the comment raised
by the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
in the Comment Letter on behalf of the company.

The company responds to your comment (which
we have repeated below in italics) as follows:

Form 20-F for the year ended December
31, 2015

Financial statements analysis, page
60

 1. We note your response to our prior comment 1. Based on the table at the bottom of page F-27,
it appears that your consolidated properties are made up of 10 asset classes (i.e. Office – United States, Office –
Canada, etc.) to meet the disclosure requirements of IFRS 13. In future filings, please revise the fair value hierarchy table on
page F-28 to disclose the fair value at the asset class level. Further, please revise future filings to include a sensitivity analysis
at the asset class level; your sensitivity analysis should be based on reasonably likely changes for each asset class. Within your
response, please tell us what basis point change you expect to provide for each asset class. Please refer to paragraphs 93 and
94 of IFRS 13.

In response to your comment
above, the company proposes to amend its disclosures in the Investment Properties footnote in future filings as follows:

 · the company will add the fair value at the asset class level to the fair value hierarchy table,
based on the company’s current asset class groupings; and

 · the company will add a separate table with a sensitivity analysis for each of the company’s
current asset classes.

The sensitivity analysis for
each asset class will be based on the primary valuation methodology used for the asset class and will involve adjusting the significant
unobservable inputs for reasonably possible alternative assumptions in those inputs. The significant unobservable inputs are discount
and terminal capitalization rates for assets valued using the discounted cash flow method and capitalization rates for assets valued
using the direct capitalization method. The company will estimate reasonably possible alternative assumptions for each asset class
based on the changes in the significant unobservable inputs observed by the company between September 30, 2014 and September 30,
2016 for investments held throughout this period. For new asset classes without historical data, the company will initially use
a 5 basis point change in valuation metrics. The company will review the sensitivity analysis periodically to reflect any changes
for each asset class following the acquisition period.

      1

Consequently, below please find
a draft of the tables the company proposes to include in its revised disclosures, with additional disclosures of fair value at
the asset class level and a separate table for sensitivity analysis, which includes the proposed sensitivity / basis point change
the company expects to provide for each asset class:

***

      2

If you have any questions or comments regarding
this letter, please call the undersigned at (212) 417-7166.

Very truly yours,

/s/ “Bryan Davis”

Bryan K. Davis

Chief Financial Officer

Brookfield Property Group LLC

      3

Mailstop 3233
        December 5 , 2016

Via E -mail
Mr. Bryan K. Davis
Principal Financial Officer
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda

Re:  Brookfield Property Partners L.P.
 Form 20-F for the fiscal year ended December 31, 2015
Filed March 17, 2016
File No. 001-35505

Dear Mr. Davis :

We have reviewed  your November 7 , 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 res pond.  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 October 12 ,
2016  letter .

Form 20 -F for the year ended December 31, 2015

Financial statements analysis, page 60

1. We note your response to our prior comment 1.   Based on the table at the bottom of page
F-27, it appears th at your consolidated properties are made up of 10 asset classes  (i.e.
Office – United States, Office – Canada, etc.) to meet the disclosure requirements of
IFRS 13.   In future filings, please revise the fair value hierarchy table on page F -28 to
disclose t he fair value at the asset class level.   Further, please revise future filings to
include a sensitivity analysis at the asset class level; your sensitivity analysis should be
based on reasonably likely changes for each asset class.   Within your response, p lease tell
us what basis point change you expect to provide for each asset class.   Please refer to
paragraphs 93 and 94 of IFRS 13.

Mr. Bryan K. Davis
Brookfield Property Partners L.P.
 December 5 , 2016
 Page 2

 You may contact Peter McPhun  at 202-551-3581 or me at 202-551-3295 with any
questions.

Sincerely,

 /s/ Jenni fer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

        Brookfield Property Partners
        L.P.

        73 Front Street, 5th Floor

        Hamilton HM 12

        Bermuda

        Tel 	+411 294 3309

        www.brookfieldpropertypartners.com

November 7, 2016

Via EDGAR and e-mail

Jennifer Monick

Office of Real Estate and Commodities

Securities and Exchange Commission

Mail Stop 3233

Washington, DC 20549

 Re: Brookfield Property Partners L.P.

   Form 20-F for the fiscal year
ended December 31, 2015

   Filed March 17, 2016

   File No. 001-35505

Dear Ms. Monick:

Thank you for your letter dated October
12, 2016 and your comments contained therein (the “Comment Letter”). In my capacity as Chief Financial Officer
of the service provider to Brookfield Property Partners L.P. (the “company”), I am replying to the comments
raised by the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
in the Comment Letter on behalf of the company.

The company responds to your comments (which
we have repeated below in italics) as follows:

Form 20-F for the year ended December
31, 2015

Financial statements analysis, page
60

 1. We note your response to our prior comment number one. Please explain to us how you determined
that a 5 basis point change in your discount and capitalization rates is appropriate for your sensitivity analysis.

Since December 31, 2014, the
weighted-average discount and capitalization rates used in the valuation models to determine the fair value of the company’s
consolidated commercial property portfolio historically changed by no more than 5 basis points between reporting periods. The company
will continue to monitor the variability in weighted average discount and capitalization rates and update the rates used in its
sensitivity analysis if there is a change in expectations of the range of reasonably possible changes in rates.

In response to comment one of
your letter dated August 29, 2016, the company provided proposed additional disclosure that included a sensitivity analysis based
on 5 basis point changes in discount and terminal capitalization rates used in discounted cash flow (“DCF”) valuation
models and a 5 basis point change in capitalization rates used in valuation models based on the direct capitalization approach.

The company acknowledges that
discount and capitalization rates on individual properties may vary by more than 5 basis points between reporting periods as a
result of property-specific, market-/location-specific and/or macroeconomic factors. However, the company’s portfolio spans
multiple property sectors and geographies. Consequently, the company believes that the impacts on the fair value resulting from
changes in the inputs to the valuation models used to calculate the fair value on certain properties located in one geography and/or
sector are counteracted by movements on other properties in different geographies and/or sectors when viewed on a portfolio-wide
basis.

 2. Please tell us how you determined it was not necessary to include a sensitivity analysis based
on reasonably likely changes in significant unobservable inputs used in determining your estimated current year and expected future
cash flows. Please refer to paragraph 129 of IAS 1.

The company acknowledges that
paragraph 129 of IAS 1 provides examples of types of disclosures that an entity may make in respect of sources of estimation uncertainty
and included among these examples of disclosures is a sensitivity of carrying amounts to the methods, assumptions and estimates
underlying management calculations. The company does not believe that a sensitivity analysis based on changes in inputs used in
determining estimated future cash flows would help users of the financial statements understand the judgments that management makes
about future cash flows. The company reached this conclusion based on its methods for estimating fair values and its understanding
of the guidance cited in paragraph 129 of IAS 1 and IFRS 13.

The company values each of its
investment properties by undertaking one of two accepted income approach methods: (i) DCF and (ii) direct capitalization. DCF valuations
are based on expected future cash flows of the subject property. The expected future cash flows used in each valuation are based
on business plans for the subject property which are prepared in a decentralized organizational structure on a property by property
basis by the level of management responsible for the property. The expected future cash flows are based on a combination of observable
and unobservable inputs. Observable inputs in the expected future cash flows include contractual rental revenues, committed capital
expenditures, and leasing commissions and tenant allowances associated with executed leases. These inputs determine the majority
of future cash flows associated with our properties as evidenced by our long average contractual lease term, which in the case
of the company’s core office portfolio was 7.8 years as of December 31, 2015, as disclosed in the Annual Report filed on
Form 20-F, which means that, on average, 7.8 years of the 10 years of rental revenues generally included in DCF valuations was
contractual and fully observable. Unobservable inputs, none of which are considered by the company to be individually significant
to the entire fair value measurement, include operating expenses, operating expense recovery revenue and future leasing assumptions.
In estimating these unobservable inputs, members of management responsible for a given property will make assumptions about certain
inputs such as growth rates applied to market rents and inflation rates applied to operating expenses based on market activity
observed directly through transactions undertaken by the company and other sources of information.

Based on the detailed, property
by property method by which the company develops its expected future cash flows and since the majority of the cash flow is derived
from observable inputs, none of the unobservable inputs is individually significant to the entire fair value of the investment
properties balance.

The company believes that these
disclosure requirements are addressed by the following proposed disclosure provided in response to comment 1 of your letter dated
August 29, 2016:

“The determination of
fair value requires the use of estimates, which the partnership determines using external information and observable conditions,
where possible, in conjunction with internal analysis. There are currently no known trends, events or uncertainties that the partnership
reasonably believes could have a sufficiently pervasive impact across the partnership’s businesses 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 of discount and capitalization rates across different geographies and markets
are often independent of each other and not necessarily in the same direction or of the same magnitude. Further, impacts to the
partnership’s fair values of commercial properties from changes in discount or capitalization rates and cash flows are usually
inversely correlated. Decreases (increases) in the discount rate or capitalization rate result in increases (decreases) of fair
value. Such decreases (increases) may be mitigated by decreases (increases) in cashflows included in the valuation analysis, as
circumstances that typically give rise to increased interest rates (e.g., strong economic growth, inflation) usually give rise
to increased cash flows at the asset level.”

Segment performance, page 68

 3. We note your response to our prior comment number two. We continue to evaluate your response.

The company acknowledges that
the Staff will continue to consider the company’s response regarding disclosure of NOI from unconsolidated properties.

Notes to the consolidated financial
statements

Note 7. Investment Properties, page
F-27

 4. It appears that estimated current year and expected future cash flows are used to determine
the fair values of your investment properties. Please clarify for us if any inputs into your estimated current year or expected
future cash flows are significant unobservable inputs. To the extent you have identified any additional inputs as significant unobservable
inputs, please revise future filings to provide quantitative information about these inputs in accordance with paragraph 93(d)
of IFRS 13. To the extent you have determined that there are not any additional significant unobservable inputs, please tell us
how you made that determination.

As noted in the response to
comment 2, the company determined that none of the unobservable inputs in determining expected future cash flows used to value
investment properties are individually significant. This determination was made based on the process the company follows to estimate
fair values of investment properties which is done on a property by property basis in a decentralized organizational structure
and includes expected future cash flows based on both observable and unobservable inputs.

On this basis, the company determined
it was not necessary to provide the quantitative information about significant unobservable inputs related to expected future cash
flows referred to in paragraph 93(d) of IFRS 13.

***

The company, in response to the request
contained in the Comment Letter, herby acknowledges 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.

If you have any questions or comments regarding
this letter, please call the undersigned at (212) 417-7166.

Very truly yours,

/s/ Bryan K. Davis

Bryan K. Davis

Chief Financial Officer

Brookfield Property Group LLC

Mailstop 3233
        October 12 , 2016

Via E -mail
Mr. Bryan K. Davis
Principal Financial Officer
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda

Re:  Brookfield Property Partners L.P.
 Form 20-F for the fiscal year ended December 31, 2015
Filed March 17, 2016
File No. 001-35505

Dear Mr. Davis :

We have reviewed  your September 16, 2016  response to our comment  letter  and have the
following comment s.  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 possibl e 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 note otherwise, our references to prior comments are to comments in our August 29,
2016  letter .

Form 20 -F for the year ended December 31, 2015

Financial statements analysis, page 60

1. We note your response to our prior comment number one.  Please explain to us how you
determined that a 5 basis point change in your discount and capitalization rates is
appropriate for your sensitivity analysis.

2. Please tell us how you determined it was not necessary to include a sensitivity analysis
based on reasonably likely changes in significant unobservable inputs used in
determining your estimated current year and expected future cash flows.  Please refer to
paragraph 129 of IAS 1.

Mr. Bryan K. Davis
Brookfield Property Partners L.P.
 October 12 , 2016
 Page 2

 Segment performance, page 68

3. We note your response to our prior comment number two.  We continue t o evaluate your
response.

Notes to the Consolidated Financial Statements

Note 7. Investment Properties, page F -27

4. It appears that estimated current year and expected future cash flows are used to
determine the fair values of your investment properties.  Please clarify for us if any inputs
into your estimated current year or expected future cash flows are significant
unobservable inputs.  To the extent you have identified any additional inputs as
significant unobservable inputs, please revise future filings to provide quantitative
information about these inputs in accordance with paragraph 93(d) of IFRS 13.  To the
extent you have determined that there are not any additional significant unobservable
inputs, please tell us how you made that determination.

You may contact Peter McPhun  at 202-551-3581 or me at 202-551-3295 with any
questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

    Brookfield
        Property Partners L.P.

        73 Front Street, 5th
        Floor

        Hamilton HM 12

        Bermuda

    Tel
        	 +411 294 3309

        www.brookfieldpropertypartners.com

September 16, 2016

Via EDGAR

Jennifer Monick

Office of Real Estate and Commodities

Securities and Exchange Commission

Mail Stop 3233

Washington, DC 20549

    Re:
    Brookfield Property Partners L.P.

    Form 20-F for the fiscal year ended December 31, 2015

    Filed March 17, 2016

    File No. 001-35505

Dear Ms. Monick:

Thank you for your letter dated August
29, 2016 and your comments contained therein (the “Comment Letter”). In my capacity as Chief Financial Officer
of the service provider to Brookfield Property Partners L.P. (the “company”), I am replying to the comments
raised by the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
in the Comment Letter on behalf of the company.

The company responds to your comments (which
we have repeated below in italics) as follows:

Form 20-F for the year ended December
31, 2015

Financial statements analysis, page
60

 1. We note your disclosure of certain assumptions used in your valuation of your investment properties
and that these assumptions appear to be Level 3 unobservable inputs. In future periodic filing, please include a sensitivity analysis
of material assumptions based on reasonably likely changes. Please provide us an example of your proposed disclosures.

The company proposes to add
the following disclosure effective in our Form 20-F for the year ended December 31, 2016:

“The partnership measures
and records commercial properties using internally prepared valuations. Fair values are most sensitive to changes in rate assumptions
or variability of cashflows. The partnership determines the fair value of each commercial property by undertaking one of two accepted
income approach methods: (i) a discounted cash flow model whereby expected future cash flows are discounted, generally over a 10
year term, including a terminal value based on the application of a capitalization rate to estimated year 11 cash flows; or (ii)
a direct capitalization approach whereby a capitalization rate is applied to estimated current year cash flows. The partnership
prepares these valuations considering asset and market specific factors, as well as observable transactions for similar assets.
The determination of fair value requires the use of estimates, which the partnership determines using external information and
observable conditions, where possible, in conjunction with internal analysis. There are currently no known trends, events or uncertainties
that the partnership reasonably believes could have a sufficiently pervasive impact across the partnership’s businesses 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 of discount and capitalization rates across
different geographies and markets are often independent of each other and not necessarily in the same direction or of the same
magnitude. Further, impacts to the partnership’s fair values of commercial properties from changes in discount or capitalization rates
and cash flows are usually inversely correlated. Decreases (increases) in the discount rate or capitalization rate result in increases
(decreases) of fair value. Such decreases (increases) may be mitigated by decreases (increases) in cashflows included in the valuation
analysis, as circumstances that typically give rise to increased interest rates (e.g., strong economic growth, inflation) usually
give rise to increased cash flows at the asset level.

      1

As of December 31, 2016, X%
of our commercial properties were valued using the discounted cash flow model, representing $X.X billion, and X% were valued using
the direct capitalization method, representing $X.X billion. For commercial properties valued using the discounted cash flows method,
a 5 basis point change in the discount rate will impact the fair value of commercial properties by $XX million or X.X%, at December
31, 2016, respectively. For commercial properties valued using the direct capitalization method, a 5 basis point change in the
capitalization rate will impact the fair value of commercial properties by $XX million or X.X% at December 31, 2016.”

Segment performance, page 68

 2. We note your disclosure of NOI from your unconsolidated properties, which is presented on a
proportionate basis. In future filings, please:

 a. Include a reconciliation to the most directly comparable financial measure calculated and presented
in accordance with IFRS;

 b. Include a statement disclosing the reasons why you believe this measure provides useful information
to investors; and

 c. Clarify what is meant by proportionate basis.

Refer to Item 10(e) of Regulation
S-K. Please provide us an example of your proposed disclosure. Alternatively, tell us why you believe it is unnecessary to include
such information in future filings.

The company proposes to include
a reconciliation of NOI from unconsolidated properties and unconsolidated fair value gains, net to share of net earnings from equity
accounted investments in its reconciliation of non-IFRS measures for each segment. The following table is an example of the company’s
proposed disclosure for the retail segment for the years ended December 31, 2015, 2014 and 2013:

    (US$ Millions) Years ended Dec. 31,
    2015
    2014
    2013

    NOI from unconsolidated properties
    $ 738
    $ 729
    $ 583

    Fair value gains, net from unconsolidated investments
      113
      575
      172

    Less: Other(1)
      (291 )
      (290 )
      (268 )

    Share
    of net earnings from equity accounted investments
    $ 560
    $ 1,014
    $ 487

 (1) Other primarily includes the partnership’s share of interest expense,
general and administrative expense and investment and other income/expense from unconsolidated investments.

In addition, the company proposes
to include the following disclosure in Item 5. Operating and Financial Review and Prospects – 5.A. Operating Results –
Basis of Presentation:

“The partnership presents
certain financial information on a proportionate basis. Financial information presented on a proportionate basis provides further
information on the financial performance and position of the partnership as a whole, including certain investments which are accounted
for under the equity method. The partnership believes that proportionate financial information assists analysts and investors in
determining the partnership’s economic interests in its consolidated and unconsolidated investments. The proportionate financial
information reflects the financial position and performance of the partnership’s economic ownership of each investment that
the partnership does not wholly own.

This proportionate information
is not, and is not intended to be, a presentation in accordance with IFRS. Other companies may calculate their proportionate financial
information differently than the partnership, limiting its usefulness as a comparative measure. As a result of these limitations,
the proportionate information should not be considered in isolation or as a substitute for the partnership’s financial statements
as reported under IFRS.”

      2

Notes to the consolidated financial
statements, page F-10

Note 13. Other Non-Current Assets, page
F-39

e) Intangible Assets, page F-40

 3. Please revise future filings to include disclosures required by paragraphs 118 and 122(a) of
IAS 38, or tell us how you determined these disclosures are not necessary. Within your response, please provide us an example of
your proposed disclosures.

The company proposes to include
the following additional disclosures on intangible assets:

 a. The gross carrying amount and any accumulated amortization (aggregated with accumulated impairment
losses) (IAS 38:118(c)):

    (US$ Millions)
    Dec. 31, 2015
    Dec. 31, 2014

    Cost
    $ 1,428
    $ 409

    Accumulated amortization and impairment losses
      (107 )
      (102 )

    Intangible assets
    $ 1,321
    $ 307

 b. Reasons supporting the assessment of an indefinite useful life and the carrying amounts for intangible
assets assessed as having an indefinite useful life (IAS 38:122(a)):

“The trademark assets
of Center Parcs UK had a carrying amount of $1,038 million as of December 31, 2015. They have been determined to have an indefinite
useful life as the partnership has the legal right to operate these trademarks exclusively in certain territories and in perpetuity.
The business model of Center Parcs UK is not subject to technological obsolescence or commercial innovations in any material way.

In addition, intangible assets
include the trademark and licensing assets acquired as part of the historical acquisitions of Atlantis and Hard Rock Hotel and
Casino. At December 31, 2015, intangible assets with carrying values of $161 million and $47 million,
respectively, were determined to have an indefinite useful life. These assets consisted primarily of trademark rights for these
two properties granted under perpetual licenses. The business models of the Atlantis and Hard Rock Hotel and Casino are not subject
to technological obsolescence or commercial innovations in any material way.”

The company believes the disclosures
required per IAS 38:118(a) and IAS 38:118(e) are included in the existing tables in Note 13, Other Non-current Assets – e)
Intangible Assets. The disclosures required in IAS 38:118(b) and (d) are included in Note 2, Summary of Significant Accounting
Policies – l) Intangible assets.

      3

Note 38. Segment information, page F-66

c) Reportable segment measures, page
F-67

 4. Please tell us how you complied with paragraph 28(b) of IFRS 8, or tell us how you determined
it was not necessary to provide a reconciliation of company FFO to Income before income taxes.

The company acknowledges the
Staff’s comment and notes that beginning with the first quarter of 2016, the partnership’s segment reporting no longer
includes company FFO. The company includes a reconciliation of FFO to net income as the company allocates income tax expense to
reportable segments.

***

The company, in response to the request
contained in the Comment Letter, herby acknowledges 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.

If you have any questions or comments regarding
this letter, please call the undersigned at (212) 417-7166.

Very truly yours,

/s/ Bryan K. Davis

Bryan K. Davis

Chief Financial Officer

Brookfield Property Group LLC

      4

Mailstop 3233
        August 29, 2016

Via E -mail
Mr. Bryan K. Davis
Principal Financial Officer
Brookfield Property Partners L.P .
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda

Re:  Brookfield Property Partners L.P.
 Form 20-F for the fiscal year ended December 31, 2015
Filed March 17 , 2016
File No. 001-35505

Dear Mr. Davis :

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 20 -F for the year ended December 31, 2015

Financial statement s analysis, page 60

1. We note your disclosure of certain assumptions used in your valuation of your investment
properties and that these assumptions appear to be Level 3 unobservable inputs.  In future
periodic filing, please include a sensitivity analysis of material assumptions based on
reasonably likely changes.  Please provide us an example of your proposed disclosures.

Segment performance, page 68

2. We note your disclosure of NOI from your unconsolidated properties, which is presented
on a proportionate  basis.  In future filings, please:
a. Include a reconciliation to the most directly comparable financial measure
calculated and presented in accordance with IFRS;

Mr. Bryan K. Davis
Brookfield Property Partners L.P.
 August 29, 2016
 Page 2

 b. Include a statement disclosing the reasons why you believe this measure provides
useful informa tion to investors; and
c. Clarify what is meant by proportionate basis.
Refer to Item 10(e) of Regulation S -K.  Please provide us an example of your proposed
disclosure.  Alternatively, tell us why you believe it is unnecessary to include such
information in future filings.

Notes to the consolidated financial statements, pa ge F-10

Note 13. Other Non -Current Assets, page F -39

e) Intangible Assets, page F -40

3.  Please revise future filings to include disclosures required by paragraphs 118 and 122(a)
of IAS 38, or tell us how you determined these disclosures are not necessary.  Within
your response, please provide us an example of your proposed disclosures.

Note 38. Segment information, page F -66

c) Reportable segment measures, page F -67

4.  Please tell us how you complied with paragraph 28(b) of IFRS 8, or tell us  how you
determined it was not necessary to provide a reconciliation of company FFO to Income
before income taxes.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es 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 adequac y 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 u nder the federal securities laws of the United States.

Mr. Bryan K. Davis
Brookfield Property Partners L.P.
 August 29, 2016
 Page 3

 You may contact Peter McPhun  at 202-551-3581 or me at 202-551-3295 with any
questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assis tant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

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. Kurta
   mkurta@torys.com
   P. 212.880.6363

May 2, 2014

Mr. David L. Orlic
 Special Counsel
 Office of Mergers and Acquisitions
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549-3561

Re:                             Brookfield Office Properties Inc.
 Amendment No. 12 to Schedule 13E-3
 Filed by Brookfield Property Partners L.P. et al.
 Filed April 25, 2014
 File No. 005-59615

Dear Mr. Orlic:

Brookfield Property Partners L.P., Brookfield Property Split Corp., Brookfield Office Properties Exchange LP and Brookfield Asset Management Inc. (collectively, the “BPY Filing Persons”) are responding to the comments of the Staff of the Office of Mergers and Acquisitions (the “Staff”) included in the Staff’s letter, dated April 29, 2014, regarding the BPY Filing Persons’ Rule 13E-3 Transaction Statement filed on December 23, 2013, as subsequently amended or supplemented (the “Schedule 13E-3”).

For your convenience, the Staff’s comment is set forth in bold, with the response following the comment.

Exhibit (a)(22) — Press Release

1.                                      We note disclosure regarding the treatment of preferred shares under the plan of arrangement. Please confirm that you intend to comply with Rule 13e-4(g) with respect thereto, or provide an analysis as to why you believe that compliance with that provision is not required in this circumstance.

Response:

Series G, H, J and K.  The BPY Filing Persons respectfully submit that the exception provided by Rule 13e-4(h)(8) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), applies to treatment of preference shares series G, H, J and K of Brookfield Office Properties Inc. (“BPO”) under the proposed plan of arrangement (the “Arrangement”).  U.S. holders of BPO’s series G, H, J and K preference shares hold less than 10% of each such series.  The Arrangement also contemplates that U.S. holders may participate on the same terms as any other holder of such preference shares subject to the Arrangement.  Pursuant to Rule 13e-4(h)(8)(iii)(A) of the Exchange Act, the management proxy circular, which will be circulated to BPO securities holders, will be furnished to the Securities and Exchange Commission on Form CB and otherwise we will comply with the requirements of Rule 13e-4(h)(8) of the Exchange Act.

Series A.  The BPY Filing Persons respectfully submit that with respect to BPO’s Class A preference shares, 97.2% of which are owned by Brookfield Property Partners L.P. and its affiliates, the exception provided by Rule 13e-4(h)(1) applies because the treatment of BPO’s Class A preference shares under the Arrangement constitutes a redemption of securities in accordance with the terms and conditions of the Class A preference shares’ governing instruments (i.e., BPO’s articles of incorporation).  Pursuant to the Arrangement, all BPO Class A preference shares, other than those held by BPY and its affiliates, will be redeemed by BPO pursuant to the articles of incorporation of BPO.

*    *    *    *

The BPY Filing Persons each acknowledge that:

·                                          the BPY Filing Person 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 BPY Filing Persons 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.

If you have any questions concerning the Schedule 13E-3 or require any additional information in connection with the filings, please do not hesitate to contact the undersigned at (212) 880-6363.

Very   truly yours,

/s/   Mile T. Kurta

cc:   John Stinebaugh

2

CORRESP
1
filename1.htm

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. Kurta

mkurta@torys.com

P. 212.880.6363

February 26, 2014

Mr. David L. Orlic
 Special Counsel
 Office of Mergers and Acquisitions
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549-3561

Re:

Brookfield Office Properties Inc.

Amendment No. 1 to Schedule 13E-3

Filed by Brookfield Property Partners L.P. et   al.

Filed January 27, 2014

File No. 005-59615

Brookfield Property Partner L.P.

Amendment No. 1 to Form F-4

Filed January 27, 2014

File No. 333-193046

Dear Mr. Orlic:

On behalf of our client, Brookfield Property Partners L.P. (“Brookfield Property Partners”), Brookfield Property Split Corp., Brookfield Office Properties Exchange LP and Brookfield Asset Management Inc. (collectively, the “BPY Filing Persons”), the BPY Filing Persons are responding to the comment of the Staff of the Office of Mergers and Acquisitions (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) included in the Staff’s letter, dated February 24, 2014, regarding the Schedule 13E-3 (the “Schedule 13E-3”) of Brookfield Office Properties Inc. (“BPO”) filed on February 12, 2014 and BPO’s Schedule 14D-9F (the “Schedule 14D-9F”) filed on February 12, 2014 in connection with Brookfield Property Partners’ offer to purchase any or all outstanding common shares of BPO (the “Offer”).

For your convenience, the Staff’s comment is set forth in bold, followed by the response. Capitalized terms used but not defined have the meanings specified in Brookfield Property Partners’ Registration Statement on Form F-4 (the “Registration Statement”) filed in connection with the Offer.

Amendment No. 1 to Schedule 13E-3

Exhibit (c)(5)

1.                                      We note your response to comment 2 of our letter dated February 18, 2014, addressed to your affiliate Brookfield Office Properties Inc. In your response, you state that the standalone projections of Brookfield Property Partners L.P. appearing on page 34 of Exhibit (c)(5) to the Schedule 13E-3 filed by Brookfield Office Properties Inc. are not material. Please advise whether these projections were used by Morgan Stanley in its dividend discount model with respect to that entity, in order to derive a fair market value for the BPY units. If so, please provide a materiality analysis.

Response:

Brookfield Property Partners respectfully advises the Staff that Morgan Stanley did use the dividend metrics included in the standalone projections disclosed on page 34 of Exhibit (c)(5) to BPO’s Schedule 13E-3 (the “Preliminary Valuation Report”) in its preliminary dividend discount model (“DDM”) presented on page 43 of the Preliminary Valuation Report; however, Brookfield Property Partners remains of the view that the standalone projections of Brookfield Property Partners are not material for the following reasons:

1.  The standalone projections were not utilized by Morgan Stanley for purposes of its final valuation analysis. In the summary of valuations and fairness opinion located on page 12 of the Directors’ Circular, it is disclosed that the December 3, 2013 Preliminary Valuation Report “did not present any findings, make any representations or constitute an opinion of Morgan Stanley in any respect” and was merely a presentation of the data and analyses used by Morgan Stanley in “formulating its preliminary perspective” with respect to the valuation. Therefore, the DDM analysis using the standalone projections was not used by Morgan Stanley to derive the fair market value for Brookfield Property Partners units—it was merely used to formulate a preliminary perspective. After the December 3, 2013 presentation, Morgan Stanley did not utilize the standalone projections in any of its valuation analyses, which evidences that the standalone projections were not material; instead, Morgan Stanley utilized the Adjusted Financial Projections that were prepared on a pro forma basis.

2.  While the dividend metrics contained in the standalone projections disclosed on page 34 of the Preliminary Valuation Report were used in the DDM analysis, the other line items included in the standalone projections — Cash FFO, Total Investing Activities, Total Financing Activities, Total Other and Cash Generated—were not used in the DDM analysis for purposes of determining the fair market value of the Brookfield Property Partners units. In Morgan Stanley’s DDM analysis, the total present value of dividends presented on page 43 of the Preliminary Valuation Analysis was based on the projected dividends during the periods presented. The terminal value was calculated using the perpetuity growth method based on dividends paid in the future (and not on projected FFO or cash flow). Therefore, the only projected standalone data used by Morgan Stanley in its DDM analysis was projected dividends per unit (and the corresponding discount thereof). From a quantitative standpoint, the projected dividends from 2014 to 2017

2

disclosed in the standalone projections are consistent with the Adjusted Financial Projections and other disclosure in the Registration Statement as the dividends paid in each year presented are based on the $1.00 per unit dividend target as well as the target payout of 80% of FFO.

3.  As disclosed on page C-14 of the Registration Statement, Morgan Stanley “relied primarily on the NAV approach and its review of the valuation reference points such as the trading range of BPY Units and IFRS NAV valuations for [Brookfield Property Partners] and its various holdings” in determining the fair market value of Brookfield Property Partners units. As further disclosed on page C-23 of the Registration Statement, the DDM analysis was not primarily relied upon “given the sensitivity of the analysis to terminal value and cost of equity assumptions” (assumptions which possess an inherent uncertainty).

4.    The standalone projections do not reflect the projections of Brookfield Property Partners on a pro forma basis after giving effect to the transactions, whereas the Base Case Financial Projections and the Adjusted Financial Projections (both of which have been disseminated to BPO shareholders) do give pro forma effect to the transactions. The pro forma projections provide BPO shareholders with a better understanding of their investment in units of Brookfield Property Partners than projections prepared on a standalone basis and are therefore more relevant to a BPO shareholder in making its investment decision whether to tender to the Offer.

For the reasons cited above, Brookfield Property Partners is of the view that the standalone projections included on page 34 of the Preliminary Valuation Analysis are not material and therefore would not need to be separately disseminated to BPO shareholders..

*    *    *    *

The BPY Filing Persons each acknowledge that:

·                                          the BPY Filing Person 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 BPY Filing Persons 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.

If you have any questions or require any additional information in connection with the filings, please do not hesitate to contact the undersigned at (212) 880-6363.

Very   truly yours,

/s/   Mile T. Kurta

cc:  John Stinebaugh

3

CORRESP
1
filename1.htm

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. Kurta

mkurta@torys.com

P. 212.880.6363

February 21, 2014

Mr. David L. Orlic
 Special Counsel
 Office of Mergers and Acquisitions
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549-3561

Re:                             Brookfield Office Properties Inc.
                                                  Schedule 13E-3
                                                  Schedule 14D-9F
                                                  Filed February 12, 2014
                                                  File No. 005-59615

Dear Mr. Orlic:

On behalf of our client, Brookfield Property Partners L.P. (“Brookfield Property Partners”), Brookfield Property Split Corp., Brookfield Office Properties Exchange LP and Brookfield Asset Management Inc. (collectively, the “BPY Filing Persons”), the BPY Filing Persons are responding to Comment No. 2 of the Staff of the Office of Mergers and Acquisitions (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) included in the Staff’s letter, dated February 18, 2014, regarding the Schedule 13E-3 (the “Schedule 13E-3”) of Brookfield Office Properties Inc. (“BPO”) filed on February 12, 2014 and BPO’s Schedule 14D-9F (the “Schedule 14D-9F”) filed on February 12, 2014 in connection with Brookfield Property Partners’ offer to purchase any or all outstanding common shares of BPO (the “Offer”).

For your convenience, the Staff’s Comment No. 2 is set forth in bold, followed by the response. Capitalized terms used but not defined have the meanings specified in Brookfield Property Partners’ Registration Statement on Form F-4 (the “Registration Statement”) filed in connection with the Offer.

Schedule 14D-9F

Certain Unaudited Financial Projections, page 33

2.                                      BPY projections appearing on pages 25 and 34 of Exhibit (c)(4) and (c)(5), respectively, of the Schedule 13E-3 appear to differ from each other and those

appearing in the Form F-4 of Brookfield Property Partners L.P. Please advise why these projections were not disseminated to security holders.

Response:

Exhibit (c)(4) of BPO’s Schedule 13E-3

Brookfield Property Partners respectfully advises the Staff that the financial projections of proportionate cash flow disclosed on page 25 of Exhibit (c)(4) to BPO’s Schedule 13E-3 (the “Fairness Presentation”) are consistent with the Adjusted Financial Projections (the “Adjusted Financial Projections”) disclosed on pages 26-27 of the Registration Statement, except that certain of the items were immaterially different solely due to different rounding approaches being employed. In addition, the dividend metrics disclosed on page 25 of the Fairness Presentation are also consistent with the Adjusted Financial Projections and other disclosure in the Registration Statement as the dividends paid in each year presented are based on the $1.00 per unit dividend target as well as the target payout of 80% of FFO, in each case as disclosed in the Registration Statement.

Exhibit (c)(5) of BPO’s Schedule 13E-3

Regarding the standalone and pro forma projections included on page 34 of Exhibit (c)(5) to BPO’s Schedule 13E-3 (the “Preliminary Valuation Report”), Brookfield Property Partners respectfully advises the Staff that such projections have not been disseminated to BPO shareholders because they are not material.

It should be noted that the projections presented on page 34 of the Preliminary Valuation Report are the projections of the bidder (i.e., Brookfield Property Partners) and not the target. We understand that the Staff historically has been focused on disclosure of multiple sets of projections of the target and not of the bidder in the context of an exchange offer, and all relevant projections of BPO have been included in the Directors’ Circular that was disseminated to BPO shareholders.

Brookfield Property Partners has disclosed on pages 24-25 of the Registration Statement the projections prepared by Brookfield Property Partners and provided to BPO and Morgan Stanley (the “Base Case Financial Projections”). In addition, Brookfield Property Partners has disclosed the Adjusted Financial Projections on pages 26-27 of the Registration Statement which take into account, among other things, certain changes to the assumptions underlying the Base Case Financial Projections requested by Morgan Stanley and which were relied upon by Morgan Stanley for purposes of the final valuations included in the Registration Statement.

Although different from both the Base Case Financial Projections and the Adjusted Financial Projections included in the Registration Statement, the pro forma projections included on page 34 of the Preliminary Valuation Report are not materially different on a quantitative basis than the pro forma projections of Brookfield Property Partners included in the Registration Statement. Pro forma Cash FFO (which represents operational

2

earnings and is an important metric in evaluating the operating performance of Brookfield Property Partners) as presented on page 34 of the Preliminary Valuation Report was not materially different when compared to pro forma Cash FFO presented in the Base Case Financial Projections and the Adjusted Financial Projections disclosed in the Registration Statement as shown in the table below (and approximated the midpoint between the Cash FFO presented in the Base Case Financial Projections and the Adjusted Financials Projections). In all years presented, the variance between pro forma Cash FFO as presented on page 34 of the Preliminary Valuation Report to pro forma Cash FFO presented in the Adjusted Financial Projections was not greater than 4%.

(US$ millions, on a proportionate
   basis)

2014E

2015E

2016E

2017E

Cash FFO—Base Case Financial Projections

690

855

989

1,211

Cash FFO—Adjusted Financial Projections

666

819

953

1,129

Cash FFO—Pro Forma Projections Disclosed in the   Preliminary Valuation Report

673

833

969

1,177

Variance between Cash FFO presented in Adjusted   Financial Projections and Pro Forma Projections Disclosed in the Preliminary   Valuation Report

1

%

2

%

2

%

4

%

In addition, the pro forma projections of Brookfield Property Partners included on page 34 of the Preliminary Valuation Report are not material because they were only an interim presentation of projections of Brookfield Property Partners requested by Morgan Stanley to reflect certain adjustments to the Base Case Financial Projections. These projections do not provide BPO shareholders with a better understanding of Brookfield Property Partners than the projections disclosed in the Registration Statement and disseminated to BPO shareholders as they do not reflect all the adjustments made to the Base Case Financial Projections used to derive the Adjusted Financial Projections that were disseminated to BPO shareholders and relied upon by Morgan Stanley to prepare its final valuation. Therefore, the interim pro forma projections included in the Preliminary Valuation Report represented only a preliminary view of the adjustments that were ultimately more fully developed in the Adjusted Financial Projections disseminated to BPO shareholders.

Although the pro forma information other than Cash FFO presented on page 34 of the Preliminary Valuation Report is in certain cases considerably different than the pro forma

3

information presented in the Adjusted Financial Projections, this is primarily due to the fact that the Adjusted Financial Projections (i) included one asset (the Manhattan West development project, which flowed through Total Investing Activities, Total Financing Activities, Total Other and Cash Generated) and (ii) reflected the increase in cash offer price.  In addition, although the inclusion of the Manhattan West development project impacts the relative values of the Total Investing Activities, Total Financing Activities, Total Other and Cash Generated line items (i.e., an increase in one line item would cause a corresponding decrease in one or more other line items), it should not have a material impact on the future net asset value of Brookfield Property Partners given the fact that the value of this project should generally be equal to the capital invested in such project.

It should also be noted that the preliminary presentation set forth in the Preliminary Valuation Report indicated a fair market value for Brookfield Property Partners units in the range of $19.00 to $22.00 per unit, the exact range provided in the final valuation that were based on the Adjusted Financial Projections, which further demonstrates that the pro forma projections included on page 34 of the Preliminary Valuation Report are not material.

The standalone projections of Brookfield Property Partners included on page 34 of the Preliminary Valuation Report are not material since they do not reflect the projections of Brookfield Property Partners on a pro forma basis after giving effect to the transactions (but were otherwise prepared on a consistent basis with the pro forma projections included on page 34 of the Preliminary Valuation Report). The Base Case Financial Projections and the Adjusted Financial Projections each have been prepared on a pro forma basis, are presented in the Registration Statement and have been disseminated to BPO shareholders. The Base Case Financial Projections and the Adjusted Financial Projections provide BPO shareholders with a better understanding of their investment in units of Brookfield Property Partners than projections prepared on a standalone basis and therefore are more relevant to a BPO shareholder in making its investment decision whether to tender to the Offer. The standalone projections also were not used to determine the final valuation performed by Morgan Stanley.

Finally, the Directors’ Circular included in BPO’s Schedule 14D-9F summarizes the presentation delivered by Morgan Stanley on December 3, 2013 and the Preliminary Valuation Report, and qualifies the summary in its entirety to the copy of the Preliminary Valuation Report attached as an exhibit to BPO’s Schedule 13E-3. Therefore, BPO shareholders are on notice of, and have access to, the Preliminary Valuation Report (including the standalone projections and pro forma projections included therein).

Given the immateriality of the projections of Brookfield Property Partners provided in the Preliminary Valuation Report, we believe that such projections would not need to be disseminated to BPO shareholders.

*   *   *   *

The BPY Filing Persons each acknowledge that:

4

·                                          the BPY Filing Person 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 BPY Filing Persons 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.

If you have any questions or require any additional information in connection with the filings, please do not hesitate to contact the undersigned at (212) 880-6363.

Very   truly yours,

/s/   Mile T. Kurta

cc:   John Stinebaugh

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CORRESP
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filename1.htm

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. Kurta

mkurta@torys.com

P. 212.880.6363

February 10, 2014

Mr. David L. Orlic
 Special Counsel
 Office of Mergers and Acquisitions
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549-3561

Re:                             Brookfield Property Partners L.P.

Amendment No. 4 to Form F-4

Filed February 10, 2014

File No. 333-193046

Dear Mr. Orlic:

On behalf of our client, Brookfield Property Partners L.P. (the “Company”), we hereby request that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m. on February 11, 2014, or as soon thereafter as practicable.

The Company hereby acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company would appreciate it if, as soon as the Registration Statement is declared effective, you would inform Andrew J. Beck at (212) 880-6010.

Very   truly yours,

/s/   Mile T. Kurta

CORRESP
1
filename1.htm

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. Kurta

mkurta@torys.com

P. 212.880.6363

February 6, 2014

Mr. David L. Orlic
 Special Counsel
 Office of Mergers and Acquisitions
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549-3561

Re:

Brookfield   Office Properties Inc.

Amendment   No. 2 to Schedule 13E-3

Filed   by Brookfield Property Partners L.P. et al.

Filed   February 4, 2014

File   No. 005-59615

Brookfield   Property Partners L.P.

Amendment   No. 2 to Form F-4

Filed   February 4, 2014

File   No. 333-193046

Dear Mr. Orlic:

On behalf of our client, Brookfield Property Partners L.P., Brookfield Property Split Corp., Brookfield Office Properties Exchange LP and Brookfield Asset Management Inc. (collectively, the “BPY Filing Persons”), the BPY Filing Persons are responding to the oral comments received via teleconference on February 6, 2014 from the Staff of the Office of Mergers and Acquisitions (the “Staff”) regarding the BPY Filing Persons’ Amendment No. 2 to the Rule 13E-3 Transaction Statement (the “Schedule 13E-3”) filed on February 4, 2014 and Amendment No. 2 to the Registration Statement on Form F-4 (the “Registration Statement”) filed on February 4, 2014 by Brookfield Property Partners L.P. (the “Registrant”).

In connection with this letter, the BPY Filing Persons are filing with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 3 to the Schedule 13E-3, and the Registrant is filing with the Commission Amendment No. 3 to the Registration Statement to, among other things, reflect the revised disclosure on page 7 of the Registration Statement with respect to the Registrant’s determination of the Offer price described in “Special Factors — Background to the Offer”.

*    *    *    *

The BPY Filing Persons each acknowledge that:

·                                          the BPY Filing Person 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 BPY Filing Persons 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.

If you have any questions concerning the Schedule 13E-3 or the Registration Statement or require any additional information in connection with the filings, please do not hesitate to contact the undersigned at (212) 880-6363.

Very   truly yours,

/s/   Mile T. Kurta

cc:  John Stinebaugh

2

CORRESP
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filename1.htm

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. Kurta

mkurta@torys.com

P. 212.880.6363

February 4, 2014

Mr. David L. Orlic
 Special Counsel
 Office of Mergers and Acquisitions
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549-3561

Re:

Brookfield   Office Properties Inc.

Amendment   No. 1 to Schedule 13E-3

Filed   by Brookfield Property Partners L.P. et al.

Filed   January 27, 2014

File   No. 005-59615

Brookfield   Property Partners L.P.

Amendment   No. 1 to Form F-4

Filed   January 27, 2014

File   No. 333-193046

Dear Mr. Orlic:

On behalf of our client, Brookfield Property Partners L.P., Brookfield Property Split Corp., Brookfield Office Properties Exchange LP and Brookfield Asset Management Inc. (collectively, the “BPY Filing Persons”), set forth below are responses to the comments of the Staff of the Office of Mergers and Acquisitions (the “Staff”) included in your letter, dated January 31, 2014, regarding the BPY Filing Persons’ Amendment No. 1 to the Rule 13E-3 Transaction Statement (the “Schedule 13E-3”) filed on January 27, 2014 and Amendment No. 1 to the Registration Statement on Form F-4 (the “Registration Statement”) filed on January 27, 2014 by Brookfield Property Partners L.P. (the “Registrant”).

In connection with this letter, the BPY Filing Persons are filing with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 2 to the Schedule 13E-3, and the Registrant is filing with the Commission Amendment No. 2 to the Registration Statement.

For your convenience, the Staff’s comments are set forth in bold, with the responses following each comment. Capitalized terms used but not defined have the meanings specified in the Schedule 13E-3 and the Registration Statement. Unless otherwise indicated, all page references in the responses are to the pages of Amendment No. 2 to the Registration Statement.

Amendment No. 1 to Schedule 13E-3

Exhibit (c) (2)

1.                                      As noted in prior comment 18, each presentation, discussion, or report held with or presented by an outside party, whether in draft or final form, is a separate report that requires a reasonably detailed description meeting the requirements of Item 1015 of Regulation M-A. Please revise your prospectus to summarize exhibit (c)(2).

Response:  In response to the Staff’s comment, the Registrant has added a summary of exhibit (c)(2) on page 20.

Amendment No. 1 to Form F-4

Background to the Offer, page 6

2.                                      We note your disclosure that “Brookfield Property Partners reviewed premiums in certain historical real estate acquisitions compared with the implied premium under the Offer, and it analyzed the Offer price compared with the historical trading price of BPO’s Common Shares over the last five years.” Please describe these reviews, comparisons and analyses in greater detail.

Response:

In response to the Staff’s comment, the Registrant has revised the disclosure on page 7.

Similarly, please enhance your disclosure regarding the “structuring alternatives” and “structural changes” mentioned on pages 7 and 8, respectively. See Item 1013(b) of Regulation M-A.

Response:

In response to the Staff’s comment, the Registrant has revised the disclosure on page 8.

Purpose and Structure of the Offer; Reasons for the Offer, page 8

3.                                      We note your response to prior comment 8, regarding Rule 13e-3. Without necessarily agreeing or disagreeing with the analysis set forth in your response, we are not pursuing this issue further at this time, given your representation that, prior to commencement of any such transaction, you will contact the staff to discuss the matter, seek relief from the requirements of Rule 13e-3 (if applicable), or comply with Rule 13e-3.

Response:

The BPY Filing Persons acknowledge the Staff’s position with respect to this matter.

2

Factors Not Considered, page 16

4.                                      We note you have removed the statement that “The BPY Filing Persons considered the value of BPO in a sale as a going concern by taking into account BPO’s current and anticipated business, financial conditions, results and operations, prospects and other forward-looking matters.” As requested in prior comment 11, please provide a more complete description of the filing persons’ analysis in this area. See Instruction 2(iv) to Item 1014 of Regulation M-A. To the extent that the filing persons based their fairness determinations on the analysis undertaken by the fairness advisor, the filing persons must expressly adopt this analysis and discussion as their own in order to satisfy the disclosure obligations of Item 1014 of Regulation M-A.

Response:  In response to the Staff’s comment, the Registrant has revised the disclosure on pages 16-17.

Summary Selected Historical Consolidated Financial Information of BPO, page 92

5.                                      Please disclose the pro forma ratio of earnings to fixed charges, or advise why you believe that this is not material. See Item 1010(b)(2) of Regulation M-A.

Response:

The Registrant respectfully submits that, after giving effect to the transactions described in the Registration Statement, BPO’s ratio of earnings to fixed charges, as previously disclosed on page 94 of the Registration Statement, would not change. Accordingly, since there would be no difference between BPO’s historical ratio of earnings to fixed charges that is disclosed on page 94 and BPO’s ratio of earnings to fixed charges after giving effect to the transactions described in the Registration Statement, BPO’s pro forma ratio of earnings to fixed charges is not material.

Annex E — Important Information Regarding the BPY Filing Persons, page E-1

6.                                      We note the disclosure appearing on page 96, in the last sentence under the heading “Significant Shareholders.” Please confirm that the persons named in response to Item 1003 of Regulation M-A, and each associate and majority-owned subsidiary of those persons, collectively beneficially owns less than 1% of the subject securities. Please also confirm that there have been no transactions in the subject securities during the past 60 days by the persons described in the Instructions to Item 1008(b) of Regulation M-A.

Response:

In response to the Staff’s comment, the Registrant confirms that, with the exception of Brookfield Property Partners as disclosed on page 97, the persons named in response to Item 1003 of Regulation M-A, and each associate and majority-owned subsidiary of those persons, collectively beneficially own less than 1% of the subject securities. The Registrant has also updated the disclosure on page 97 to list additional transactions in the subject securities. The Registrant confirms that, with the exception of Gordon E. Arnell,

3

Richard B. Clark, John E. Zuccotti and Thomas F. Farley as disclosed on page 97, there have been no transactions in the subject securities during the past 60 days by the persons described in the Instructions to Item 1008(b) of Regulation M-A.

*    *    *    *

The BPY Filing Persons each acknowledge that:

·                                          the BPY Filing Person 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 BPY Filing Persons 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.

If you have any questions concerning the Schedule 13E-3 or the Registration Statement or require any additional information in connection with the filings, please do not hesitate to contact the undersigned at (212) 880-6363.

Very   truly yours,

/s/   Mile T. Kurta

Enclosures

cc:  John Stinebaugh

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filename1.htm

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. Kurta

mkurta@torys.com

P. 212.880.6363

January 24, 2014

Mr. David L. Orlic
 Special Counsel
 Office of Mergers and Acquisitions
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549-3561

Re:

Brookfield   Office Properties Inc.

Rule 13e-3   Transaction Statement on Schedule 13E-3

Filed   by Brookfield Property Partners L.P. et al.

Filed   December 23, 2013

File   No. 005-59615

Brookfield   Property Partners L.P.

Registration   Statement on Form F-4

Filed   December 23, 2013

File   No. 333-193046

Dear Mr. Orlic:

On behalf of our client, Brookfield Property Partners L.P., Brookfield Property Split Corp., Brookfield Office Properties Exchange LP and Brookfield Asset Management Inc. (collectively, the “BPY Filing Persons”), set forth below are responses to the comments of the Staff of the Office of Mergers and Acquisitions (the “Staff”) included in your letter, dated January 17, 2014, regarding the BPY Filing Persons’ Rule 13E-3 Transaction Statement (the “Schedule 13E-3”) filed on December 23, 2013 and the Registration Statement on Form F-4 (the “Registration Statement”) filed on December 23, 2013 by Brookfield Property Partners L.P. (the “Registrant”).

In connection with this letter, the BPY Filing Persons are filing with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the Schedule 13E-3, and the Registrant is filing with the Commission Amendment No. 1 to the Registration Statement, and we have enclosed four courtesy copies of each document.

For your convenience, the Staff’s comments are set forth in bold, with the responses following each comment. Capitalized terms used but not defined have the meanings specified in

the Schedule 13E-3 and the Registration Statement. Unless otherwise indicated, all page references in the responses are to the pages of Amendment No. 1 to the Registration Statement.

Registration Statement on Form F-4

General

1.                                      Please confirm that the offer is subject to, and that the Offerors are complying with, the laws, regulations and policies of Canada and/or any of its provinces or territories governing the conduct of the offer.  See Rule 14d-1(b).

Response:  The Offerors confirm that the Offer is subject to, and the Offerors are complying with, the laws, regulations and policies of Canada and its provinces and territories governing the conduct of the Offer.

2.                                      Please provide the disclosure required by Item 1004(e) of Regulation M-A, Item 1010(a)(3) of Regulation M-A and Item 4(a)(5) of Form F-4.

Response:

Item 1004(e) of Regulation M-A

In response to the Staff’s, the Registrant has revised the disclosure on page 19 to include the disclosure required by Item 1004(e) of Regulation M-A.

Item 1010(a)(3) of Regulation M-A

In response to the Staff’s comment regarding Item 1010(a)(3) of Regulation M-A, the Registrant has revised the disclosure on page 93 to include BPO’s ratio of earnings to fixed charges.

Item 4(a)(5) of Form F-4

In response to the Staff’s comment regarding Item 4(a)(5) of Form F-4, the Registrant has revised the disclosure on page 5 to include a description of the accounting treatment of the transaction.

3.                                      Please advise whether there are any persons who control Brookfield Asset Management Inc., other than its directors and executive officers. For instance, this could include equity holders of that equity. If so, please provide the disclosure required by General Instruction C to Schedule 13E-3 with respect to such persons.

Response:  In response to the Staff’s comment, the Registrant has revised the disclosure on pages E-2 to include information about Partners Limited and Partners Value Fund Inc.

2

Front Page

4.                                      Please ensure that all required legends appear on the outside front cover page of your offer document, including the legends required by Item 2 of Schedule 14D-1F and Rule 13e-3(e)(1)(iii).

Response:  In response to the Staff’s comment, the Registrant has moved the applicable legends appearing under the heading “Notice to Shareholders in the United States” from the inside front cover page to the outside front cover page of the offer document and has revised the disclosure to include all required legends. The Registrant advises the Staff that, as disclosed in the offer document, neither the Offerors nor their affiliates will bid for or make purchases of additional BPO Common Shares during the period of the Offer.

5.                                      Please remove the disclaimer of responsibility for disclosure appearing under the heading “Notice Regarding BPO Information.”

Response:  In response to the Staff’s comment, the Registrant has deleted the disclaimer of responsibility under the heading “Notice Regarding BPO Information”.

Background to the Offer, page 6

6.                                      Please disclose in detail how the Offerors determined the offer price. Please also disclose the substance of the discussions that occurred throughout December 2013, with particular emphasis on discussions with BPO concerning the increase to the offer price.

Response:

Determination of offer price

In response to the Staff’s comment to disclose in detail how the Offerors determined the Offer price, the Registrant has added disclosure on page 7.

Discussion concerning offer price increase

In response to the Staff’s comment to disclose the substance of the discussions that occurred throughout December 2013, the Registrant has revised the disclosure on pages 7 - 8.

Purpose and Structure of the Offer; Reasons for the Offer, page 8

7.                                      Please disclose the exact number of BPO Common Shares that would constitute a majority of the BPO Common Shares that can be included for the purposes of “minority approval” under MI 61-101.

Response:  In response to the Staff’s comment, the Registrant has revised the disclosure on pages 8 - 9 to disclose the number of BPO Common Shares that would constitute a majority of BPO Common shares for purposes of “minority approval” under MI 61-101:

3

8.                                      Please provide, with a view towards disclosure, your analysis of whether and under what circumstances a Compulsory Acquisition or Subsequent Acquisition Transaction would be subject to Rule 13e-3.

Response:

The Registrant respectfully advises the Staff that neither a Compulsory Acquisition nor a Subsequent Acquisition Transaction as contemplated by the Offer and done in accordance with Canadian Securities Laws, which, in effect, treat the Offer and a Compulsory Acquisition or a Subsequent Acquisition Transaction as a single transaction, should be subject to Rule 13e-3 as described in further detail below. As described below, there would be no material benefit to the minority Shareholders in subjecting a Compulsory Acquisition or a Subsequent Acquisition Transaction to the requirements of Rule 13e-3 while it could be significantly disadvantageous to them to the extent that it delayed their receipt of the consideration for their BPO Common Shares. However, prior to commencement of a Compulsory Acquisition or Subsequent Acquisition Transaction, the Registrant will contact the Staff to discuss the matter, seek relief from the requirements of Rule 13e-3 (if applicable) or comply with Rule 13e-3.

Compulsory Acquisition

As set forth in 201.03 of the Staff’s Compliance and Disclosure Interpretations regarding going private transactions, provided that the Schedule 13E-3 filed with the Commission appropriately discloses the plans for a “squeeze-out merger” (or in our case, a Compulsory Acquisition) as well as the anticipated deregistration/delisting filings to be made upon consummation of the Compulsory Acquisition, a new or amended Schedule 13E-3 should not be required. The Registration Statement describes in detail under what circumstances the Offerors would conduct a Compulsory Acquisition and that, upon consummation of such Compulsory Acquisition, BPO’s public reporting obligations with the SEC would be terminated and the BPO Common Shares would be de-listed from the New York Stock Exchange. Although the fact pattern in 201.03 provides for the filing and effectiveness of a Form 15 prior to consummation of a short-form merger, that should not limit the applicability of 201.03 in the case of a Compulsory Acquisition since the Registration Statement and the Schedule 13E-3 relating to the Offer disclose the plans for the Compulsory Acquisition and the filing of the Form 15, and there would be no further material information that would benefit BPO Shareholders in making an investment decision (since the transaction would be compulsory).

Since the information that would be required to be disclosed to a Shareholder pursuant to Rule 13e-3 and that may be applicable to a Compulsory Acquisition will have been disclosed in the Registration Statement and the Schedule 13E-3 filed with the Commission in connection with the Offer, and since any Compulsory Acquisition would occur shortly after completion of the Offer, the Compulsory Acquisition, as outlined in the Registration Statement, should not be subject to Rule 13e-3.

4

Subsequent Acquisition Transaction

In light of the disclosure provided in the Registration Statement and the analysis provided above, and due to the minority protection provided by Canadian Securities Laws in connection with a Subsequent Acquisition Transaction (as described in detail below), the Registrant respectfully submits that a Subsequent Acquisition Transaction should not be subject to Rule 13e-3.

As discussed above, Shareholders have already received the material terms and conditions of a Subsequent Acquisition Transaction and are on notice of the anticipated deregistration/delisting filings to be made upon consummation of the Subsequent Acquisition Transaction. In particular, since Canadian Securities Laws would require that the consideration payable to Shareholders in the Subsequent Acquisition Transaction be at least equal in value and in the same form as in the Offer (as described below), and since Shareholders can benefit from the fairness analysis and other disclosures included in the Registration Statement, including the Valuation, which are equally applicable to a Subsequent Acquisition Transaction, there is no material benefit to Shareholders in requiring that the Offerors and other filing persons prepare a new, or amendment to the already filed, Schedule 13E-3 in respect of a Subsequent Acquisition Transaction.

Although 201.03 references a “squeeze-out” merger, which is more akin to a Compulsory Acquisition, given the fact that MI 61-101 (as discussed below) would generally permit the Offerors to vote any BPO Common Shares acquired in the Offer in favor of a Subsequent Acquisition Transaction, a Subsequent Acquisition Transaction is similar to a Compulsory Acquisition in terms of whether a Shareholder is making an investment decision—assuming Brookfield Property Partners obtains a “majority of the minority” in the Offer, the Subsequent Acquisition Transaction should essentially be viewed as a Compulsory Acquisition given that Brookfield Property Partners would have the necessary voting power to approve any Subsequent Acquisition Transaction.

In Canada, Multilateral Instrument 61-101 (“MI 61-101”), “Protection of Minority Security Holders in Special Transactions” of the Canadian Securities Administrators, regulates insider bids, issuer bids, business combinations, and other related party transactions (as such terms are defined in MI 61-101). MI 61-101 imposes a heightened degree of disclosure for such transactions and, unless an exemption is available, requires other protections for “minority” shareholders such as the preparation of an independent valuation of the affected securities and minority approval.

The Offer is an “insider bid” within the meaning of MI 61-101 by virtue of the Offerors, together with their affiliates, owning securities of BPO carrying more than 10% of the voting rights attached to all outstanding voting securities of BPO. MI 61-101 requires that a formal valuation of (i) the securities that are the subject of the bid and (ii) any non-cash consideration be prepared by an independent valuator, filed with the applicable securities regulators and summarized in the insider-offeror’s takeover bid circular.

5

MI 61-101 may deem a Subsequent Acquisition Transaction to be a “business combination” if such Subsequent Acquisition Transaction would result in the interest of a Shareholder being terminated without the consent of the Shareholder, irrespective of the nature of the consideration provided in substitution therefor. The Offerors expect that any Subsequent Acquisition Transaction relating to BPO Common Shares will be a “business combination” under MI 61-101. However, as disclosed in the Registration Statement, MI 61-101 will permit the Offerors, in effect, to integrate the Offer and the Subsequent Acquisition Transaction provided that (a) it is completed within 120 days after the expiry of the Offer, (b) the consideration under such transaction is at least equal in value to and is in the same form as the consideration that tendering securityholders were entitled to receive in the take-over bid and (c) certain disclosure is provided in the take-over bid circular (which disclosure has been provided in the Registration Statement).  In addition, if a Minority Approval is required, in connection with the Subsequent Acquisition Transaction, MI 61-101 also provides that the Offerors may treat BPO Common Shares acquired under the Offer as “minority” shares and vote them, or consider them voted, in favor of such business combination if, among other things, the Shareholder who tendered such BPO Common Shares to the Offer was not (i) a “joint actor” (within the meaning of MI 61-101) with the Offerors in respect of the Offer, (ii) a direct or indirect party to any “connected transaction” (within the meaning of MI 61-101) to the Offer or (iii) entitled to receive, directly or indirectly, in connection with the Offer, a “collateral benefit” (within the meaning of MI 61-101) or consideration per BPO Common Share that is not identical in amount and form to the entitlement of the general body of holders in Canada of BPO Common Shares. In addition, if, following the Offer, the Offerors and their affiliates are the registered holders of 90% or more of the BPO Common Shares at the time the Subsequent Acquisition Transaction is initiated, the requirement for Minority Approval would not apply to the transaction if an enforceable appraisal right or substantially equivalent right is made available to “minority” Shareholders.

The Offerors currently intend (x) that the consideration offered per BPO Common Share under any Subsequent Acquisition Transaction proposed by them would be equal in value to and in the same form as the consideration paid to Shareholders under the Offer, (y) that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Time and (z) to cause any BPO Common Shares acquired under the Offer to be voted in favor of any such transaction and, where permitted by MI 61-101, to be counted as part of any Minority Approval required in connection with any such transaction.

Given the disclosure mandated by Rule 13e-3 and contained in the Registration Statement and the Schedule 13E-3 governing the Offer, the fact that any Subsequent Acquisition Transaction would be completed within 120 days, and in light of the protections afforded Shareholders under Canadian Securities Laws (in particular, that the consideration payable in any such Su

January 17 , 2014

Via E-mail
Mr. John Stinebaugh
Brookfield Property Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281 -1023

Re: Brookfield Office Properties Inc.
Rule 13e -3 Transaction Statement on Schedule 13E -3
Filed by Brookfield Property Partners L.P.  et al.
Filed December 23, 2013
File No. 005-59615
Brookfield Property Partners L.P.
Registration Statement on Form F -4
Filed December 23, 2013
File No.  333-193046

Dear Mr. Stinebaugh :

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 by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Registration Statement on Form F -4

General

1. Please confirm that the offer is subject to, and that the Offerors are complying with, the
laws, regulations and policies of Canada and/or any of its provinces or territories
governing the conduct of the offer.  See Rule 14d -1(b).

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 2
 2. Please provide the disclosure required by Item 1004(e) of Re gulation M -A,
Item 1010(a)(3) of Regulation M -A and Item 4(a)(5) of Form F -4.

3. Please advise whether there are any persons who control B rookfield Asset
Management  Inc., other than its directors and executive officers.   For instance, this could
include equity holders of that entity.   If so, please provide the disclosure required by
General Instruction C to Schedule 13E -3 with respect to such persons.

Front page

4. Please ensure that all required legends appear on the outside front cover page of your
offer document, including the legends required by Item 2 of Schedule 14D-1F and
Rule  13e- 3(e)(1)(iii).

5. Please remove the disclaimer of responsibility for disclosure appearing under the heading
“Notice Regarding BPO Information .”

Background to the Offer, page 6

6. Please disclose in detail how the Offe rors determined the offer price.  Please also disclose
the substance of the discussions that occurred throughout December  2013 , with particular
emphasis on discussions with BPO concerning the increase to the offer price.

Purpose and Structure of the Offer; Reasons for the Offer , page 8

7. Please disclose the exact number of BPO Common Shares that would constitute a
majority of the BPO Common Shares  that can be incl uded for the purposes of “minority
approval”  under MI 61 -101.

8. Please provide, with a view towards disclosure, your analysis of whether and under what
circumstances a Compulsory Acquisition or Subsequent Acquisition Transaction would
be su bject to Rule 13e -3.

Position of the BPY  Filing Persons Regarding the Fairness of the Offer , page 12

9. Please make the fairness representation regarding “u naffiliated security holders,” rather
than “unaffiliated Shareholders ,” which is restricted to holders of BPO Common Shares.
See Item  1014(a) of Regulation M -A.

Factors  Not Supportive of the Offerors’  Fairness Determination, page 14

10. We note the disclosure appearing in the sixth bullet point on page 15.  Please make the
entire statement required by Item 1014(d) of Regulation M -A.

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 3
 11. We note the statement that “ The BPY Filing Persons considered the value of BPO in a
sale as a going con cern by taking into account BPO’ s current and anticipated business,
financial conditions, results and operations, prospects and other  forward -looking
matters. ”  Please provide a more complete descri ption of the BPY Filing Person s’
analysis in this area.

Reports, Opinions, Appraisals and Negotiations , page 16

12. Please summarize the individual components of all valuations appearing in Ann ex C.

13. Please disclose all projections that are materially related to the Rule 13e -3 transaction,
including the BPO and BPY projections provided to the financial advisor.

Rule 13e -3, page 20

14. Please advise as to the source of the uncertainty with regard to both the af filiate status of
the Offerors and the applicability of Rule 13e -3 to the transaction.  Alternatively, you
may revise this disclosure  to eliminate that uncertainty .

Conditions  of the Offer , page 65

15. You state in the last paragraph on page 66 that you may assert any condition regardles s of
the circumstances giving rise it, including any action or inaction by the Offerors .  The
tender offer can be subject only to conditions that are not within your control.   As stated
in SEC Release No. 34 -43069 (July 24, 2000), if a condition is within a bidder ’s control,
the Commission believes that the offer is illusory and perhaps a “fraudulent, deceptive or
manipulative” practice within the meaning of Section 14(e).   Please revise.

Lock -Up Agreements, page 84

16. Please disclose the name  of each Locke d-Up Shareholder  and the percentage and amount
of BPO Common Share s owned by each.

Source of Offered Consideration, page 85

17. Please disclose with more specificity  the information required by  Item 1007(d)(1)  and the
second sentence of Item 1007(b)  of Regulation  M-A.

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 4
 Annex C – Valuation s

Engagement of Morgan Stanley , page C -1

18. On page C-2, disclosure states that on December 3, Morgan Stanley delivered a
preliminary valuation analysis and was paid $2 million for doing so .  Each presentation,
discussion, or report held with or presented by an outside part y, whether in draft ,
preliminary  or final form, oral or written, is a separate report that requires a reasonably
detailed description meeting the requirements of Item 1015 of Regulation M -A.  Please
revise your proxy statement to summarize any and all pres entations made by any outside
party and file any written materials as exhibits to the Schedule 13E -3 pursuant to Item 9
of Schedule 13E -3 and Item 1016(c) of Regulation M -A.

Independence of Morgan Stanley , page C -2

19. We note the disclosure in the second  paragraph of this section.  Please disclose all
compensation received or to be received as a result of the relationship between  Morgan
Stanley , its affiliates and/or unaffiliated representa tives, on the one hand, and BPO and its
affiliates, on the other hand , during the past two years.  See Item 1015(b)(4) of
Regulation M -A.

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 o f
1934 and all applicab le Exchange Act rules require.  Since the filing persons  are in possession of
all facts relating to their disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have made.

In responding to our comment s, please provide  a written statement from each filing
person acknowledging that:

 the filing person 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 filing person 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.

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 5
 You may contact me at (202) 551 -3503 if you have any questions regarding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E-mail
Mile T. Kurta, Esq.
Torys LLP

March 14, 2013

Via E -mail
Steven J. Douglas
Brookfield Property Partners L.P.
250 Vesey Street, 15th Floor
New York, NY 10281 -1023

Re: Brookfield Property Partners L.P.
Registration Statement on Form  20-F
Filed April 12, 2012
File No. 001 -35505

Dear Mr. Douglas :

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 securities laws of the United States.  We u rge 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
Senior Counsel

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 Brookfield Property Partners L.P.

73 Front Street

Hamilton, HM 12, Bermuda

Ms. Jennifer Gowetski

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549-4720

Re:
Brookfield Property Partners L.P.

 Registration Statement on Form 20-F

 File
No. 001-35505

 March 13, 2013

 Dear Ms. Gowetski:

 In accordance with Rule 12d1-2 under the Securities
Exchange Act of 1934, as amended, Brookfield Property Partners L.P. (the “company”) hereby respectfully requests acceleration of effectiveness of its Registration Statement on Form 20-F, File No. 001-35505 (the “Registration
Statement”), to 5:00 P.M., Eastern Standard Time, on March 14, 2013, or as soon thereafter as practicable. The company requests acceleration of effectiveness of the Registration Statement so that the spin-off of units in the company by
Brookfield Asset Management Inc. described in the Registration Statement may be effected as soon as practicable.

 The company
hereby acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective it does not foreclose the Commission from taking any
action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (3) the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 The company would appreciate it if, as soon as the Registration Statement is declared effective, you would inform
Mile T. Kurta at (212) 880-6363.

 Sincerely,

BROOKFIELD PROPERTY PARTNERS L.P.

By:

 1648285 Alberta ULC,

its general partner

By:

 /s/ Michelle L. Campbell

Name:

Michelle L. Campbell

Title:

Secretary

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CORRESP

1114 Avenue of the Americas

23rd Floor

New York, New York

10036.7703 USA

Tel    212.880.6000

 Fax   212.682.0200

www.torys.com

 March 5, 2013

Via Federal Express and EDGAR

 Ms.
Jessica Barberich

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

Amendment No. 8 to Registration Statement on Form 20-F

 Filed March 4, 2013

 File No. 001-35505

Dear Ms. Barberich:

 On
behalf of our client, Brookfield Property Partners L.P. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided verbally to Torys LLP on March 5, 2013 (collectively, the “Comments”) with respect to the Company’s Registration Statement on Form 20-F (the “Registration Statement”).

On the date hereof, the Company is filing Amendment No. 8 to the Registration Statement (“Amendment No. 8”)
incorporating, among other things, the revisions described herein. To assist the Staff in reviewing this letter, we will separately deliver to you, by hand, four copies of this letter, along with four marked copies of Amendment No. 8 showing
changes against the Registration Statement. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

 Unless otherwise noted, page references in the text of this letter correspond to the pages in Amendment No. 8. Capitalized terms used herein and not otherwise defined herein shall have the meanings
set forth in Amendment No. 8.

 In response to the Staff’s Comments, the Company has revised the disclosure on
pages PF-3, PF-5, PF-6 and PF-12 to reflect the estimated 76 million units of the Company to be issued as part of the spin-off.

 In addition, the Company has revised the disclosure on page PF-12 to include a sensitivity analysis with respect to its calculation of pro forma earnings per unit for the periods presented.

 The Company hereby acknowledges that:

•

 it 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

•

 it 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.

 If you have any questions or comments regarding the enclosed materials or this letter, please call the
undersigned at (212) 880-6363. Please send copies of any correspondence relating to this filing to the undersigned by email to mkurta@torys.com.

Very truly yours,

/s/ Mile T. Kurta

Mile T. Kurta

cc:
Jennifer Gowetski

 Kevin Woody

 Folake Ayoola

 (Securities and Exchange Commission)

 Steven Douglas

(Brookfield Property Partners L.P.)

 Brian J. Lane

 (Gibson, Dunn & Crutcher LLP)

Tony Ciciretto

(Deloitte LLP)

 - 2 -

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 February 15, 2013

 Via Federal Express and EDGAR

 Ms. Jessica Barberich

Assistant Chief Accountant

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

 Amendment No. 6 to Registration Statement on Form 20-F

 Filed
February 1, 2013

 File
No. 001-35505

Dear Ms. Barberich:

 On
behalf of our client, Brookfield Property Partners L.P. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in its Letter of February 13, 2013, (the “Comment Letter”) addressed to Steven Douglas with respect to the Company’s Amendment No. 6 (“Amendment No. 6”) to the Registration Statement on
Form 20-F (the “Registration Statement”).

 On the date hereof, the Company is filing Amendment No. 7 to
the Registration Statement (“Amendment No. 7”) incorporating the revisions described herein. To assist the Staff in reviewing this letter, we will separately deliver to you, by hand, four copies of this letter, along with four
marked copies of Amendment No. 7 showing changes against Amendment No. 6. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter in bold
text and have provided the Company’s responses immediately following each numbered comment. Unless otherwise noted, page references in the Company’s responses correspond to the pages in Amendment No. 7. Capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth in Amendment No. 7.

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

 Form 20-F

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

 5.A.
Operating Results, page 69

1.
We note the revisions made to your MD&A discussion. Please further revise to move the historical consolidated discussion of your annual results to be right after
the

 - 2 -

historical consolidated discussion of your interim results in order to give the discussion due prominence.

 Response.

 The Company has revised its disclosure in the Registration Statement to move the historical consolidated discussion of annual results right after the historical consolidated discussion of interim results.

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

 Response.

 The Company has revised its disclosure on pages 77 and 81 to expand the discussion on fair value changes.

 Critical Accounting Policies, Estimates and Judgments, page 114

 General
Growth Properties, page 115

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

Response.

 In response to the Staff’s comment, the Company has revised its disclosure on page 115.

 - 3 -

 * * *

 The Company, in response to the request contained in the Comment Letter,
hereby acknowledges 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.

 If you have any questions or comments regarding the enclosed materials or this letter, please call the
undersigned at (212) 880-6363. Please send copies of any correspondence relating to this filing to the undersigned by email to mkurta@torys.com.

 Very truly yours,

 /s/ Mile T. Kurta

Mile T. Kurta

(Enclosure)

cc:
Jennifer Gowetski

Kevin Woody

 Folake Ayoola

 (Securities and Exchange Commission)

Steven Douglas

 (Brookfield Property Partners L.P.)

 Brian J. Lane

(Gibson, Dunn & Crutcher LLP)

Tony Ciciretto

 (Deloitte LLP)

February 13, 2013

Via E -mail
Steven J. Douglas
Brookfield Property Partners L.P.
Three World Financial Center
11th Floor
New York, NY 10281 -1021

Re: Brookfield Property Partners L.P.
 Amendment No. 6 to Registration Statement on Form  20-F
Filed February  1, 201 3
File No. 001 -35505

Dear Mr. Douglas :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

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

5.A. Operating Results, page 69

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

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

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

 Critical Accounting Policies, Estimates and Judgments, page 114

General Growth Properties, page 115

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

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

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

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

You may contact Wilson Lee, Staff Accountant , at (202) 551 -3468  or Jessica Barberich,
Assistant Chief Accountant , at (202) 551 -3782  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Folake Ayoola, Attorney  Advisor,  at
(202) 551 -3673  or Jennifer Gowetski  at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jessica Barberich

Jessica Barberich
Assistant Chief Accountant

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 February 1, 2013

Via Federal Express and EDGAR

Ms. Jennifer Gowetski

 Senior Counsel

 Securities and Exchange Commission

100 F Street, N.E.

 Mail Stop 4631

Washington, DC 20549

Re:
Brookfield Property Partners L.P.

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

 Filed
December 13, 2012

 File
No. 001-35505

 Dear Ms. Gowetski:

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

On the date hereof, the Company is filing Amendment No. 6 to the Registration Statement (“Amendment No. 6”)
incorporating the revisions described herein. To assist the Staff in reviewing this letter, we will separately deliver to you, by hand, four copies of this letter, along with four marked copies of Amendment No. 6 showing changes against
Amendment No. 5. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

 To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter in bold text and have provided the Company’s responses immediately
following each numbered comment. Unless otherwise noted, page references in the Company’s responses correspond to the pages in Amendment No. 6. Capitalized terms used herein and not otherwise defined herein shall have the meanings set
forth in Amendment No. 6.

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

Form 20-F

 General

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

Response.

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

 - 2
-

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

 Response.

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

 Risk Factors, page 8

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

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

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

 Response.

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

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

 - 3
-

 Operating Platforms, page 48

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

 Response.

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

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

 Response.

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

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

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

 Response.

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

 - 4
-

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

Response.

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

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

 Response.

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

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

 Response.

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

 - 5
-

 Commercial Property Operations of Brookfield Asset Management, Inc.

Note 7 – Equity Accounted Investments, Page F-22

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

 Response.

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

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

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

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

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

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

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

 - 6
-

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

a.
significant financial difficulty of the issuer or obligor:

•

 Conclusion: Not an indicator

•

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

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

January 10, 2013

Via E -mail
Steven J. Douglas
Brookfield Property Partners L.P.
Three World Financial Center
11th Floor
New York, NY 10281 -1021

Re: Brookfield Property Partners L.P.
 Amendment No. 5 to Registration Statement on Form  20-F
Filed December 13, 2012
File No. 001 -35505

Dear Mr. Douglas :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

General

1. Under Section 3(a)(1)(C) under the Investment Company Act of 1940 (“ ICA”)
‘‘investment company” means, among others, “any issuer which is engaged or proposes
to engage in the business of investing, reinvesting, owning, hol ding, 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 ICA, the term ‘‘Investment securities’’ 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 Sections 3(c) (1) or (7) of the ICA.

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 2

 (a) Please provide further information necessary to conduct an analysis under Section
3(a)(1)(C) unde r the ICA for Brookfield Property Partners L.P. (“ Company ”),
including, but not limited to, each of its subsidiaries.   In particular, please explain if
the Company’s limited partner investment in Brookfield Property L.P. (“ Property
Partnership ”) represents  ownership of more than 40% of the Company’s assets
(exclusive of cash) in equity interests of a majority -owned subsidiary.

(b) Please explain whether the offering by the Company should be considered an indirect
offering of the Property Partnership.   In particular, please explain whether the use of
proceeds of the offering (Registration Statement, p. 140), under which it appears that
proceeds may be invested in a fund relying on the exception from the definition of
investment company in Sections 3(c) (1) o r (7) of the ICA is consistent with
applicable law.   In this context, please address rule 140 under the Securities Act of
1933 as well as section 48(a) of the ICA as applied to the registration requirements
for investment companies.

(c) With reference to your  chart on Registration Statement page 60, confirm whether
Brookfield Asset Management  Inc. (“ BAM ”), as the apparent sole shareholder of the
BPY General Partner, has full ownership of the voting securities of the Company.

(d) Describe whether any persons other than BAM have the ability to remove and appoint
directors of the BPY General Partner board, specifically whether any limited partners
have the ability to vote to remove and appoint directors.

(e) In the response, comment s pecifically on the “Voting Agreement” (Registration
Statement, p. 42 and 60 footnote 2, 136) and how the provisions of the Voting
Agreement are consistent with the following statements made in the BAM September
2012 statement (“ BAM Statement ”): (See
http://www.brookfield.com/_Global/42/img/content/File/Investor%20Relations/Prese
ntations/2012/F_BPY_Summary_Sep_2012.pdf )

 “Brookfield will retain full control through the GP ownership.” (BAM Statement, p.6)
 “Following the spin -off, Brookfield shareholders are currently expected to hold
approximately a 10% interest in the underlying BPY business and Brookfield is currently
expec ted to hold approximately a 90% interest.” (BAM Statement, p.6)

2. Under Section 3(a)(1)(A) an issuer may be deemed to be an “investment company” if it
“is or holds itself out as being engaged primarily, or proposes to engage primarily, in the
business of in vesting, reinvesting, or trading in securities.” Comment on whether the
Company is holding out as an investment company, particularly given the following
public statements:

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 3

  “We strive to invest at attractive valuations, capitalizing on distress situations  where
possible, creating opportunities for superior valuation gains and cash flow returns, and to
monetize assets at appropriate times to realize value.” (Registration Statement, p. 38)

 “Through BPY’s investments in private funds, shareholders will be ab le to participate in
transactions typically only available to large institutional investors.” (BAM Statement, p.
3)

 “We are not passive portfolio investors, but look to have control or significant influence
over our investments. Therefore, should BPY wish  to monetize an investment, change a
dividend policy or alter its strategic direction, we should generally be able to do
so.”(BAM Statement, p. 3)

 “Strong returns:   Sustainable and growing cash flows underpinned by a high quality asset
base, quality tenan t base and long -term lease expiry profile…This, combined with our
opportunistic investing activities and the portfolio’s development potential, should make
BPY attractive to both income and growth -oriented investors.” (BAM Statement, p.5)

3. Confirm whether the Company intends to rely on an exception or exclusion from the
definition of “investment company” in the ICA after the spin -off.  For example, if the
Company intends to rely on Section 3(c)(5)(C) under the ICA, please provide a complete
analysis of the  basis for such reliance.

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

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

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 4

 Risk Factors, page 8

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

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

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

Operating Platforms, page 48

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

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

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

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

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 5

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

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

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

Commercial Property Operations of Brookfield Asset Management, Inc.

Note 7 – Equity Accounted Investments, page F -22

13. We have considered your response to comment seven a nd note that the carrying value of
the investment in GGP at December 31, 2011 was 40% above the fair value of the
common stock of GGP owned, based on the publicly traded price of GGP’s common
stock as of December 31, 2011.   Please tell us how you assessed  this difference when
determining whether there was any objective evidence that your investment may be
impaired, since this appears to be a potential impairment indicator.  If an impairment test
was performed, please tell us in sufficient detail how you de termined that no impairment
existed.  Your response should also discuss and highlight the various factors that would

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 6

 contribute to such a significant difference between the IFRS fair value of your interest in
GGP’s investment property and the fair value of  your common stock in GGP.  Please
expand your disclosure to discuss your consideration of impairment; if an impairment test
was performed, disclose the significant assumptions relied upon to determine that no
impairment existed.

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.

You may contact Wilson Lee, Staff Accountant , at (202) 551 -3468  or Jessica Barberich,
ACA,  at (202) 551 -3782  if you have questions regarding comments on the financial statements
and re lated matters.  Please contact Folake Ayoola, Attorney  Advisor,  at (202) 551 -3673  or me at
(202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel

CORRESP
1
filename1.htm

CORRESP

 December 12, 2012

 Via Federal Express and EDGAR

 Ms. Jennifer Gowetski

Senior Counsel

 Securities and Exchange
Commission

 100 F Street, N.E.

 Mail
Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

Amendment No. 3 to Registration Statement on Form 20-F

 Supplemental Response Filed October 25, 2012

 File
No. 001-35505

Dear Ms. Gowetski:

 On
behalf of our client, Brookfield Property Partners L.P. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in its letter of November 27, 2012 (the “Comment Letter”) to Steven Douglas with respect to the Company’s Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form 20-F (the
“Registration Statement”) and the supplemental response filed by the Company on October 25, 2012.

 On
November 21, 2012, the Company filed Amendment No. 4 (“Amendment No. 4”) to the Registration Statement which reflected, among other things, the response letter filed by the Company on October 25, 2012 in response
to comments of the Staff set forth in the Staff’s letter dated October 9, 2012. Unless otherwise noted, page references in the Company’s responses correspond to the pages in Amendment No. 4. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in Amendment No. 4.

 On the date hereof, the Company is filing
Amendment No. 5 to the Registration Statement (“Amendment No. 5”) incorporating the revisions described herein. To assist the Staff in reviewing this letter, we will separately deliver to you, by hand, four copies of this
letter, four copies of Amendment No. 5, four marked copies of Amendment No. 5 showing changes against Amendment No. 4 and four marked copies of Amendment No. 5 showing changes against Amendment No. 3. If you would like to receive additional
copies of any of these materials, please do not hesitate to contact us.

 To facilitate the Staff’s review, we have
included in this letter the captions and numbered comments from the Comment Letter in bold text and have provided the Company’s responses immediately following each numbered comment.

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

 Form 20-F

 General

1.
We note your response to comment 1 of our letter dated October 9, 2012. Please revise your disclosure as noted below or advise:

•

 With respect to the quarterly equity enhancement distribution, please revise to provide an example of how such amount will be calculated,
including a description of how you calculate your total capitalization value as well as a description of any adjustments.

•

 With respect to the incentive distributions, please disclose the specified targets and quantify the amount by which the specified targets need to be
exceeded in order to pay such distributions. Please also provide an example of how such distributions will be calculated.

•

 Please quantify in a table all management fees, equity enhancement distributions and incentive distributions on an annual basis to clarify such
disclosure.

•

 Please revise to describe the risks created by the structure of the management fees and equity enhancement distributions, which create incentives
for the Managers and the Property Partnership General Partner to maximize fees and other distributions. In addition, please highlight the fact that the management fee is not tied to your performance.

Response.

In response to the first bullet point above, the Company advises the Staff that, as disclosed on page 150, the Property GP LP will
receive a quarterly equity enhancement distribution equal to 0.3125% (or 1.25% on an annualized basis) of the amount by which the Company’s total capitalization value exceeds the total capitalization value of the Company determined immediately
following the spin-off. For purposes of calculating the equity enhancement distribution, the total capitalization value of the Company will be equal to the aggregate of the value of all of the Company’s outstanding units and the securities of
other Service Recipients that are not held by the Company, the Property Partnership, the Holding Entities, the operating entities or any other direct or indirect subsidiary of a Holding Entity, plus all outstanding third party debt (including,
generally, debt owed to Brookfield but not amounts owed under the Brookfield revolving credit facility that will be in place at closing of the spin-off) with recourse against the Company, the Property Partnership or a Holding Entity, less all cash
held by such entities.

 In order to provide greater clarity, the Company has revised the Registration Statement on
page 155 to include an example of how the equity enhancement distribution and total capitalization are calculated.

 In
response to the second bullet point above, the Company advises the Staff that the specified targets for the quarterly incentive distributions to the Property GP LP are set forth on page 151 and are referred to in the Company’s disclosure as the
First Distribution Threshold, scheduled to be a quarterly distribution of $0.275 per unit (or $1.10 per unit on annualized basis), and the Second Distribution Threshold, scheduled to be a quarterly distribution of $0.30 per unit (or $1.20 per unit
on annualized basis). With respect to limited partner distributions in excess of the First Distribution Threshold but less than the Second Distribution Threshold, the Property GP LP will receive an incentive distribution equal to the amount such
that the incentive distribution is equal to 15% of the aggregate of such limited partner distributions and the incentive distribution. With respect to limited partner distributions in excess of the Second Distribution Threshold, the Property GP LP
will receive an incentive distribution equal to the amount such that the incentive distribution is equal to 25% of the aggregate of such limited partner distributions and the incentive distribution.

In order to provide greater clarity, the Company has revised the Registration Statement on page 156 to provide an example of how the
incentive distributions are calculated.

 In response to the third bullet point above, the Company has revised the Registration
Statement on page 156 to include a table which quantifies, on a quarterly and annualized basis, all management fees, equity enhancement distributions and incentive distributions that would be earned based on the examples provided above.

In response to the fourth bullet point above, the Company has revised the risk factor disclosure on page 23.

Risk Factors, page 7

2.
We note your disclosure on page 27 that your U.S. unitholders will be considered to receive a taxable distribution as a result of the spin-off. Please revise your
disclosure in the risk factor section and throughout the registration statement to highlight, if true, that (i) unitholders will be taxed as a result of the spin-off, (ii) the company has no obligation to distribute cash to pay such taxes
and (iii) going forward unitholders may be subject to additional taxes and filing requirements based on your partnership structure.

 Response.

 The Company has revised the disclosure on page 27 to include an
additional risk factor.

 In addition, the Company has revised its disclosure on pages 27, 32, 39, 163, 172 and 178 to add
additional risk factor disclosure consistent with the new risk factor described above.

 - 2 -

 History and Development of the Company, page 37

3.
We note your disclosure on page 22 that Brookfield will not owe your unitholders any fiduciary duties under your Master Service Agreement or other arrangements with
Brookfield and that The Bermuda Limited Partnership Act 1883, under which your company and the Property Partnership were established, does not impose statutory fiduciary duties on a general partner of a limited partnership. Please revise your
disclosure in this section to more specifically describe the fiduciary duties owed to unitholders under Bermuda law and how these fiduciary duties are different than those owed to unitholders under U.S. and Canadian law. To the extent your Limited
Partnership Agreement modifies fiduciary duties that might otherwise be owed to your company, please more specifically describe these modifications.

 Response.

 The Company has revised its disclosure on page 37 to address the
Staff’s comments.

 Performance Measures, pages 66 - 67

4.
We have further considered your presentation of FFO. Please expand your disclosure to further explain why you believe that your FFO measure is economically similar
to NAREIT’s FFO measure, if true, focusing on the measure itself, rather than just the adjustments. Address the potential differences resulting from using IFRS versus US GAAP; explain why you believe that these are not material and/or have been
removed by the adjustments.

 Response.

On November 21, 2012, the Company filed Amendment No. 4 to the Registration Statement in which the Company revised its
disclosure on pages 4 and 68 to address the Staff’s comments.

 Critical Accounting Policies, Estimates and Judgments, page 105

 Investment Properties, page 105

5.
We note your disclosure on page F-19 which states that you utilize two varying valuation methods for your investment properties (i.e. discounted cash flow and direct
capitalization). Please clarify and expand your disclosure to discuss your rationale for using different valuation methods for different properties. Your response should address any differing characteristics among the properties and the factors
considered in determining the most appropriate valuation method to use. In addition, please tell us and disclose how you validate the techniques or models you use.

Response.

The Company has revised its disclosure on page F-19 to discuss its rationale and how it validates its determination for using different
valuation methods for different properties.

 Commercial Property Operations of Brookfield Asset Management, Inc.

Carve-Out Statements of Income (Loss), page F-5

6.
We will look for your revised proposed presentation discussed with us on November 20, 2012 during our review of your next amendment to the Registration
Statement.

 Response.

 On November 21, 2012, the Company filed Amendment No. 4 to the Registration Statement in which the Company revised its disclosure of the carve-out statements of income (loss) on page F-5.

 - 3 -

 Note 7 — Equity Accounted Investments, page F-22

7.
We note your response to comment 4 of our letter dated October 9, 2012. Please revise to also disclose the percentage of common stock these warrants would
represent upon exercise for just you separately, without consideration of your consortium partners. Furthermore, we note that you disclose that the fair value of your interest in GGP as of December 31, 2011 is $4.1 billion. Please tell us and
disclose how you determined this fair value amount. Your response should address the various components that make up your total economic interest held in GGP (e.g., common stock, warrants, etc.), the fair value technique used to value each
component, and how the fair value determined relates to the publicly traded share price of GGP as of December 31, 2011. We note that the 2011 Annual Report for Brookfield Asset Management discloses on page 120 that the fair value of its
investment in GGP is only $2.9 billion; please reconcile this amount to the amount you have disclosed on page F-22.

 Response.

 The Company has revised its disclosure on page 65 to disclose
the percentage of common stock the warrants would represent upon exercise for just the Company separately, without consideration of the Company’s consortium partners.

 The $4.1 billion disclosed as the fair value of the Company’s interest in GGP as of December 31, 2011 was determined as the proportionate common stock ownership interest in the net assets of GGP
determined in accordance with IFRS. The primary difference between this amount and the $2.9 billion disclosed by Brookfield Asset Management Inc. on page 120 of its Annual Report is that the $4.1 billion reflects the fair value of GGP’s
investment property as measured in accordance with IFRS whereas the $2.9 billion reflects the fair value of the common stock of GGP owned by the Company based on the traded price of GGP’s common stock as of December 31, 2011. The Company
will revise its disclosure to disclose the fair value of the Company’s investment in GGP based on the traded price of GGP’s common stock. The revised disclosure on page F-22 will be as follows:

The fair value of the common shares of GGP held by the Company based on the trading price of GGP common stock as of December 31, 2011
is $2.9 billion (2010 — $1.2 billion).

 Unaudited Pro-Forma Financial Statements

Note 4 — Pro-Forma Adjustments

(e) Partnership Equity, page PF-11

8.
We continue to consider your analysis regarding non-controlling interest.

 Response.

 The Company has revised its disclosure on page 7 and in the
unaudited pro forma financial statements of the Company and the related notes thereto to reflect the Company’s discussions with the Staff on November 29, 2012.

 * * *

 The Company, in response to the request contained in the Comment Letter,
hereby acknowledges 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.

 - 4 -

 If you have any questions or comments regarding the enclosed materials or this letter,
please call the undersigned at (212) 880-6363. Please send copies of any correspondence relating to this filing to the undersigned by email to mkurta@torys.com.

Very truly yours,

/s/ Mile T. Kurta

Mile T. Kurta

(Enclosure)

cc:

Jessica Barberich

Kevin Woody

Folake Ayoola

(Securities and Exchange Commission)

Steven Douglas

(Brookfield Property Partners L.P.)

 - 5 -

November  27, 2012

Via E -mail
Steven J. Douglas
Brookfield Property Partners L.P.
Three World Financial Center
11th Floor
New York, NY 10281 -1021

Re: Brookfield Property Partners L.P .
 Amendment No. 3 to Registration Statement on Form  20-F
Supplemental Response Filed October 25 , 2012
File No. 001 -35505

Dear Mr. Douglas :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

General

1. We note your response to comment 1 of our letter dated October 9, 2012.  Please revise
your disclosure as noted below or advise:

 With respect to the quarterly equity enhancement distribution, ple ase revise to
provide an example of how such amount will be calculated, including a
description of how you calculate your total capitalization value as well as a
description of any adjustments.

 With respect to the incentive distributions, please disclose the specified targets
and quantify the amount by which the specified targets need to be exceeded in
order to pay such distributions.  Please also provide an example of how such
distributions will be calculated.

Steven J. Douglas
Brookfield Property Partners L.P.
November 27 , 2012
Page 2

  Please quantify in a table all management f ees, equity enhancement distributions
and incentive distributions on an annual basis to clarify such disclosure.

 Please revise to describe the risks created by the structure of the management fees
and equity enhancement distributions , which create incentiv es for the Managers
and the Property Partnership General Partner to maximize fees and other
distributions.  In addition, please highlight the fact that the management fee is not
tied to your performance.

Risk Factors , page 7

2. We note you r disclosure on page 27 that your U.S. unitholders will be considered to
receive a taxable distribution as a result of the spin -off.  Please revise your disclosure in
the risk factor section and throughout the registration statement to highlight, if true , that
(i) unitholders will be taxed as a result of the spin -off, (ii) the company has no obligation
to distribute cash to pay such taxes and (iii) going forward unitholders may be subject to
additional taxes and filing requirements based on your partnersh ip structure.

History and Development of the Company, page 37

3. We note your disclosure on page 22 that Brookfield will not owe your unitholders any
fiduciary duties under your Master Service Agreement or other arrangements with
Brookfield and  that The Bermuda Limited Partnership Act 1883, under which your
company and the Property Partnership were established, does not impose statutory
fiduciary duties on a general partner of a limited partnership.  Please revise your
disclosure in this section  to more specifically describe the fiduciary duties owed to
unitholders under Bermuda law and how these fiduciary duties are different than those
owed to unitholders under U.S. and Canadian law.  To the extent your Limited
Partnership Agreement modifies fi duciary duties that might otherwise be owed to your
company, please more specifically describe these modifications.

Performance Measures, pages 66 – 67

4. We have further considered your presentation of FFO.   Please expand your disclosure to
further explain why you believe that your FFO measure is economically similar to
NAREIT’s FFO measure, if true, focusing on the measure itself, rather than just the
adjustments.   Address the potential differences resulting from using IFRS versus US
GAAP; expl ain why you believe that these are not material and/or have been removed by
the adjustments.

Steven J. Douglas
Brookfield Property Partners L.P.
November 27 , 2012
Page 3

 Critical Accounting Policies, Estimates and Judgments, page 105

Investment Properties, page 105

5. We note your disclosure on page F -19 which states t hat you utilize two varying valuation
methods for your investment properties (i.e. discounted cash flow and direct
capitalization).    Please clarify and expand your disclosure to discuss your rationale for
using different valuation methods for different pr operties.    Your response should address
any differing characteristics among the properties and the factors considered in
determining the most appropriate valuation method to use.    In addition, please tell us and
disclose how you validate the techniques o r models you use.

Commercial Property Operations of Brookfield Asset Management, Inc.

Carve -Out Statements of Income (Loss), page F -5

6. We will look for your revised proposed presentation discussed with us on November 20,
2012 during our rev iew of your next amendment to the Registration Statement.

Note 7 – Equity Accounted Investments, page F -22

7. We note your response to comment 4 of our letter dated October 9, 2012.   Please revise
to also disclose the percentage of common stock t hese warrants would represent upon
exercise for just you separately, without consideration of your consortium
partners.   Furthermore, we note that you disclose that the fair value of your interest in
GGP as of December  31, 2011 is $4.1 billion.   Please tel l us and disclose how you
determined this fair value amount.    Your response should address the various
components that make up your total economic interest held in GGP (e.g., common stock,
warrants, etc.), the fair value technique used to value each compo nent, and how the fair
value determined relates to the publicly traded share price of GGP as of December 31,
2011.   We note that the 2011 Annual Report for Brookfield Asset Management discloses
on page 120 that the fair value of its investment in GGP is on ly $2.9 billion; please
reconcile this amount to the amount you have disclosed on page F -22.

Un-Audited Pro -Forma Financial Statements

Note 4 – Pro-Forma Adjustments

(e) Partnership Equity, page PF -11

8. We continue to consider your analysis regarding non -controlling interest.

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

Steven J. Douglas
Brookfield Property Partners L.P.
November 27 , 2012
Page 4

 1934 and all applica ble 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 United States.

You may contact Wilson Lee, Staff Accountant , at (202) 551 -3468  or Jessica Barberich,
ACA,  at (202) 551 -3782  if you have questions regarding comments on the financial statements
and re lated matters.  Please contact Folake Ayoola, Attorney  Advisor,  at (202) 551 -3673  or me at
(202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel

CORRESP
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Correspondence

 1114 Avenue of the Americas

23rd Floor

 New York, New York

10036.7703 USA

Tel  212.880.6000

Fax  212.682.0200

 www.torys.com

 November 7, 2012

 Via EDGAR

 Mr. Wilson Lee

 Division of Corporation Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Mail Stop 4631

Washington, DC 20549

Re:
Brookfield Property Partners L.P.

Amendment No. 3 to Registration Statement on Form 20-F

 File No. 001-35505

 and

Brookfield Renewable Energy Partners L.P.

 Amendment No. 3 to Registration Statement on Form 20-F

 File
No. 001-35530

 Dear Mr. Lee:

 At the request of the staff (the “Staff”) of the Securities and Exchange Commission, on behalf of Brookfield Property Partners L.P. (“BPY”) and Brookfield Renewable
Energy Partners L.P. (“BREP”), we are filing the information included in Exhibit A to this letter that BPY and BREP submitted supplementally to the Staff on October 24, 2012.

If you have any questions or comments, please call the undersigned at (212) 880-6363. Please send copies of any correspondence relating
to this filing to the undersigned by email to mkurta@torys.com.

Very truly yours,

/s/ Mile T. Kurta

Mile T. Kurta

cc:
Folake Ayoola

 Jessica Barberich

 Catherine Brown

 Daniel Leslie

 Robyn Manuel

Jason Niethamer

Kevin Woody

(Securities and Exchange Commission)

 Steven Douglas

 (Brookfield Property Partners L.P.)

Josée Guibord

 (Brookfield Renewable Energy Partners L.P.)

 Exhibit A

 We are writing to follow up on our October 11 conference call with the SEC staff relating to the accounting treatment of the redemption exchange partnership units (“RPUs”) in the subsidiary
partnerships (the “partnerships” or “respective partnership”) of Brookfield Property Partners LP (“BPY”) and Brookfield Renewable Energy Partners LP (“BREP”). These RPUs are held by Brookfield Asset Management
Inc. or its subsidiaries (“Brookfield”). You asked whether there are any circumstances under which BPY or BREP would be compelled to redeem the RPUs for cash as opposed to exercising their exchange rights. You have also asked for some
background on the circumstances in which Brookfield would prefer to receive cash rather than units of BREP or BPY.

 As we set
out in further detail below:

•

 the decision as to whether to deliver units or cash to Brookfield in the event of a request for redemption by Brookfield of its RPUs is a decision
to be made only by BPY or BREP, as the case may be;

•

 such a decision must be made by the independent directors of the applicable general partner;

•

 provided that the respective partnership can finance the redemption for cash, there are no legal or tax reasons why BREP or BPY would be compelled
to, or indeed would prefer to, deliver cash as compared to units in settlement of a redemption notice; and

•

 it is the intention and understanding of the relevant parties that the redemption of the RPUs would only take place for cash if the redemption was
contemporaneous with the sale of units of BPY or BREP to the public to fund the payment – in effect, an indirect secondary offering of units by Brookfield.

Decision Making

 The decision to exercise the exchange right and deliver units (or not to do so) is a decision that will be made solely by the independent directors of the general partner of BREP or BPY, as the case may
be. In its notice of redemption, Brookfield cannot specify whether it is redeeming for cash or units – that is a decision of the independent directors. Brookfield’s only right is to withdraw its notice if the independent directors
determine to redeem the RPUs for partnership units (which Brookfield would likely do if the decision would create adverse tax consequences for Brookfield).

 BREP has been operating as a public company in Canada since November 2011 (and through its public predecessors since 1999) and its general partner has a board that consists of a majority of independent
directors, with entirely independent audit and nominating and governance committees. At closing of the BPY spin-off, the BPY general partner will also have a board consisting of a majority of independent directors, and audit and nominating and
governance committees that are entirely independent. We note that the bye-laws of the BREP and BPY general partner require that there be a majority of independent directors at all times. In addition,

 - 2 -

the bye-laws require that the respective boards establish a nominating and governance committee and an audit committee, each consisting entirely of independent directors. Independence is and will
in the future be determined in accordance with the requirements of the NYSE, the TSX and any other applicable securities laws.

In addition to their role on the board as stewards of the management and direction of BPY and BREP, the independent directors are also
responsible for managing conflicts and protecting minority investors in the event of related party transactions, including transactions with Brookfield or its affiliates. Independent directors (either as an entirety or through the nominating and
governance committee) will generally have to approve material related party transactions, and typically retain independent counsel or other advisors to assist them in their review of such transactions. Subject to certain exemptions, including for
transactions that are below a specified materiality threshold, Canadian securities law will require additional steps to be taken, including obtaining a formal valuation, under the supervision of the independent directors, and minority approval. The
exercise by BPY or BREP of the exchange right following a redemption notice being given by Brookfield will be a related party transaction that would require approval by the independent directors (or a committee consisting entirely of independent
directors) on behalf of BPY or BREP. Brookfield expects that the independent directors would view their obligations in such a case as considering what would be in the best interest of the respective partnership and whether, in particular, it would
be possible to finance the redemption through raising equity on the same terms as the redemption. To the extent the independent directors determine that it would not be possible to finance the redemption through the raising of equity, which would
effectively constitute an indirect secondary offering, the partnership would exercise its right to deliver units instead. There is no legal or tax reason why BPY or BREP would be compelled to, or indeed would prefer to, deliver cash or units.

 Other than withdrawing its notice of redemption, Brookfield cannot prevent BREP or BPY from delivering units in satisfaction
of a redemption request. If Brookfield receives BPY or BREP units following a redemption of its RPUs, we expect that Brookfield would concurrently exercise its registration rights to sell those units to the public in a secondary offering or sell
them in a private transaction for cash or other consideration.

 Preferences of Brookfield

Notwithstanding that Brookfield does not control whether cash or units will be delivered to settle a redemption request, you have asked
for some background on the redemption exchange feature and the circumstances in which Brookfield would prefer to receive units or cash.

 The RPUs are not designed as a mechanism to withdraw cash from the partnerships, but rather the redemption exchange feature is designed to give Brookfield an economic interest that is substantially
equivalent to the units held by the public, but that is held in the subsidiary partnership for legal and tax reasons. To be clear, Brookfield views the RPUs of BREP and BPY as permanent equity; but for the potential tax consequences of the
structure, Brookfield would have held its entire equity interest in the publicly traded partnerships and had the liquidity options available to any unitholder. This would have had the benefit of being much simpler from both a disclosure and
corporate finance perspective.

 - 3 -

 By way of context, the redemption-exchange mechanism in BPY and BREP is based on the
“UP REIT” structures that are well known in the US. In an umbrella partnership real estate investment trust (“UP REIT”) structure, a vendor of a real estate property can sell it to a subsidiary operating partnership of the UP
REIT, in exchange for partnership units, on a tax deferred basis. The vendor can receive income from the units of the lower tier partnership, and has the ability, typically commencing after two years, to redeem the units for cash or, at the option
of the UP REIT by exercising its “exchange right”, units of the UP REIT. The UP REIT redemption-exchange mechanism is set out in regulations to the Internal Revenue Code so its formulation does not vary materially from issuer to issuer.

 In considering the sale of partnership units by Brookfield, it is useful to note that Brookfield holds its economic interest
in BREP and BPY in different forms. It holds:

•

 units of BREP (currently valued at approximately $1.4 billion) and BPY (anticipated to be valued at approximately $1 billion) that are of the same
class as the units held by the public;

•

 RPUs that can be redeemed in accordance with the redemption exchange mechanism after two years of the initial closing of BREP and BPY, respectively;
and

•

 in the case of BPY, $1.25 billion of preferred shares of subsidiary entities of BPY that are redeemable by the issuer at any time (with a mandatory
redemption after a specified number of years) and retractable at the option of Brookfield after a specified number of years.

 The units of BREP and BPY and the RPUs held by Brookfield can be sold at any time (subject to applicable securities laws). Brookfield holds a portion of its interest directly in units of BREP and BPY in
order to facilitate Brookfield’s monetizing its interest through secondary offerings. Brookfield has, in fact, sold units of BREP through an underwritten secondary distribution in Canada.

In the event that Brookfield does seek to monetize its ownership of RPUs of BREP or BPY, there are two possible alternatives:

•

 sell the RPUs to a third party purchaser; or

•

 redeem the RPUs.

 Each alternative is discussed below.

 Sale of RPUs to a third
party

 If the RPUs are sold to a third party, the transferee will also have the benefit of the redemption-exchange
mechanism, and it may have different reasons than Brookfield to prefer cash or units. Similar to Brookfield, the transferee could not prevent BREP or BPY from delivering units in satisfaction of a redemption request. Once again, however, Brookfield
believes that the most likely circumstances for a sale of the RPUs would be as part of a series of transactions to conduct a direct or indirect secondary offering of units (i.e., sale to an underwriter in connection with a sale of units through a
public offering).

 - 4 -

 Redemption of RPUs

If Brookfield delivers a redemption request, it will receive either cash or, at the option of BPY or BREP, units of the partnership.

 A redemption of RPUs for cash would most likely occur (and is intended by the parties to occur) in connection with a sale of
units by the partnership to fund the cash payment. It is assumed that if a notice of redemption is received, the board will test the market to determine if a contemporaneous public offering can take place and if so, at what price. This will inform
the decision as to how to respond to the notice.

 There are a variety of factors that may be relevant in the future to a
preference by Brookfield to receive units or cash. However, under current circumstances, receiving cash for its RPUs of BPY is preferable to Brookfield receiving units of BPY because the tax consequences to Brookfield of subsequently selling units
of BPY are expected to be punitive in light of the tax levied under the Foreign Investment in Real Property Tax Act on gains triggered by a sale of Brookfield’s units of BPY. For greater specificity, we note that there are no immediate direct
tax consequences to Brookfield on receiving BPY units; rather the tax consequences would arise on any subsequent disposition of the units. This tax does not currently apply to units of BREP, so Brookfield currently has no reason to prefer to receive
cash rather than units of BREP. The tax consequences of selling BPY units or BREP units may change in the future, and legal, commercial or other circumstances might arise that would cause Brookfield to have a different preference than it has today.

*        *        *
  *

 We would be happy to discuss any further questions. Please let us know when you would be available to schedule a
call to address any further questions you might have.

 - 5 -

CORRESP
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CORRESP

 1114 Avenue of the Americas

23rd Floor

 New York, New York

10036.7703 USA

 Tel 212.880.6000

Fax 212.682.0200

 www.torys.com

 October 25, 2012

 Via Federal Express and EDGAR

 Ms. Jennifer Gowetski

Senior Counsel

 Securities and Exchange
Commission

 100 F Street, N.E.

 Mail
Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

Amendment No. 3 to Registration Statement on Form 20-F

 Filed September 17, 2012

 File
No. 001-35505

 Dear Ms. Gowetski:

 On behalf of our client, Brookfield Property Partners
L.P. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in its letter of October 9, 2012 (the
“Comment Letter”) to Steven Douglas with respect to the Company’s Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form 20-F (the “Registration Statement”).

 To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment
Letter in bold text and have provided the Company’s responses immediately following each numbered comment. Following resolution of the Staff’s comments, we will file an amendment to the Registration Statement that is reflective of the
Company’s responses provided below.

 Unless otherwise noted, page references in the Company’s responses correspond
to the pages in Amendment No. 3. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Amendment No. 3.

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

 Form 20-F

 Transaction Agreements, page 39

1.
Please revise to briefly describe the Voting Agreements and the Master Services Agreement, including quantifying the base management fee and annual escalation
amount.

 Response.

 The Company will revise the disclosure on page 39 to describe the Voting Agreements and the Master Services Agreement, including quantifying the base management fee and annual escalation amount, as
follows:

 The Service Recipients have entered into a Master Services Agreement pursuant to which the Managers have agreed to
provide or arrange for other service providers to provide management and administration services to our company and the other Service Recipients. Pursuant to our Master Services Agreement, we pay a base management fee to the Managers equal to $12.5
million per quarter (subject to an annual escalation by a specified inflation factor beginning on January 1, 2014). For any quarter in which the BPY General Partner determines that there is insufficient available cash to pay the base management
fee as well as the next regular distribution on our units, the Service Recipients may elect to pay all or a portion of the base management fee in our units or in limited partnership units of the Property Partnership, subject to certain conditions.
See Item 7.B. “Major Shareholders and Related Party Transactions — Related Party Transactions — Our Master Services Agreement”. Additionally, the Property Partnership will pay a quarterly equity enhancement distribution to
the Property GP LP of 0.3125% of the amount by which the company’s total capitalization value at the end of each quarter exceeds its total capitalization value determined immediately following the spin-off, subject to certain adjustments.
The Property GP LP will also receive incentive distributions based on an amount by which quarterly distributions on the limited partnership units of the Property Partnership exceed specified target levels as set forth in the Property
Partnership’s limited partnership agreement. See Item 10.B. “Additional Information — Memorandum and Articles of Association — Description of the Property Partnership Limited Partnership Agreement — Distributions”.

 Our company and Brookfield have determined that it is advisable for our company to have control over the Property General
Partner, Property GP LP and the Property Partnership. Accordingly, the Voting Agreement provides our company, through the BPY General Partner, with a number of rights, including that any voting rights with respect to the Property General Partner,
Property GP LP and the Property Partnership will be voted in favour of the election of directors approved by our company. Our company and Brookfield have also determined that it is advisable for our company to have control over certain of the
entities through which we hold our operating entities. Accordingly, our company has entered into voting agreements on substantially the same terms as the Voting Agreement, to provide us, through the BPY General Partner, with voting rights over the
entities through which we hold certain of our operating entities, including GGP, Rouse and certain of our private equity funds. See Item 7.B. “Major Shareholders and Related Party Transactions — Related Party Transactions —
Voting Agreements”.

 Competitive Strengths, page 41

2.
Based on your response to comment 1 of our comment letter dated September 5, 2012, we continue to question the basis for your dividend projection and how you
determined that you have sufficient cash available to pay the dividend. Please revise to balance your disclosure and include risk factor disclosure describing that proposed distributions are significantly greater than cash flow from operating
activities and that any distributions are not guaranteed and may not be sustainable. We may have further comment.

 Response.

 The Company will revise the disclosure on page 39 to include the
following new risk factor:

 We may not be able to make distributions to holders of our units in amounts intended or at
all.

 - 2 -

 Our company intends to make quarterly cash distributions in an initial amount currently
anticipated to be approximately $1.00 per unit on an annualized basis, which initially represents an estimated dividend yield of approximately 4% of IFRS Value. However, despite our projections, there can be no assurance that we will be able to make
such distributions or meet our target growth rate range of 3% to 5% annually. Based on amounts derived from the dividend policies currently in place at our operating entities and our projected operating cash flow from our direct investments, our
proposed distributions would be significantly greater than such amounts. Despite our intention to use the proceeds of sales of certain of our direct investments or borrowings to fund any shortfall in distributions, we may not be able to do so on a
consistent and sustainable basis. Our ability to make distributions will depend on several other factors, some of which are out of our control, including, among other things, general economic conditions, our results of operations and financial
condition, the amount of cash that is generated by our operations and investments, restrictions imposed by the terms of any indebtedness that is incurred to finance our operations and investments or to fund liquidity needs, levels of operating and
other expenses, and contingent liabilities, any or all of which could prevent us from meeting our anticipated distribution levels. Finally, the BPY General Partner has sole authority to determine when and if our distributions will be made in respect
of our units, and there can be no assurance that the BPY General Partner will declare and pay the distributions on our units as intended or at all.

 In addition, the Company will revise the disclosure on pages 42 and 189 to add additional risk factor disclosure consistent with the new risk factor described immediately above.

Organizational Chart, page 59

3.
Please revise the chart to reflect footnote (3) on page 60 and include the $1.25 billion of redeemable preferred shares held by Brookfield.

 Response.

 The Company will revise the organizational chart on page 59 to reflect footnote (3) on page 60 and include the $1.25 billion of redeemable preferred shares held by Brookfield. The revised
organizational chart will appear as follows:

(1)
It is currently anticipated that public holders of our units will own approximately     % of our units and Brookfield will own approximately
    % of our units upon completion of the spin-off. In addition, Brookfield will also own Redemption-Exchange Units of the Property Partnership that are redeemable for cash or exchangeable for our units in accordance with the
Redemption-Exchange Mechanism, which could result in Brookfield owning approximately 90% (as currently anticipated) of the units of our company issued and outstanding on a fully exchanged basis. On a fully exchanged basis, public holders of our
units would own approximately 10% (as currently anticipated) of the units of our company issued and outstanding, and Brookfield would not hold any limited partnership units of the Property Partnership.

(2)
Pursuant to the Voting Agreement, Brookfield has agreed that certain voting rights with respect to the Property General Partner, Property GP LP and the Property
Partnership will be voted in accordance with the direction of our company.

(3)
The Property Partnership owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the Holding Entities. Brookfield holds $1.25
billion of redeemable preferred shares of Brookfield BPY Holdings (US) Inc., or CanHoldco, which it received as partial consideration for causing the Property Partnership to directly acquire substantially all of Brookfield Asset Management’s
commercial property operations. In addition, Brookfield has subscribed for $5 million of preferred shares of each of CanHoldco and four wholly-owned subsidiaries of other Holding Entities, which preferred shares will be entitled to vote with the
common shares of the applicable entity. Brookfield will have an aggregate of 3% of the votes to be cast in respect of CanHoldco and 1% of the votes to be cast in respect of any of the other applicable entities. See Item 7.B. “Major Shareholders
and Related Party Transactions — Related Party Transactions — Relationship with Brookfield — Preferred Shares of Certain Holding Entities”.

(4)
Certain of the operating entities and intermediate holding companies that are directly or indirectly owned by the Holding Entities and that directly or indirectly hold
our real estate assets are not shown on the chart. All percentages listed represent our economic interest in the applicable entity or group of assets, which may not be the same as our voting interest in those entities and groups of assets. All
interests are rounded to the nearest one percent and are calculated as at June 30, 2012.

(5)
Our interest in Brookfield Office Properties Inc., or Brookfield Office Properties, is comprised of 49.6% of the outstanding common shares and 97.1% of the outstanding
voting preferred shares. Brookfield Office Properties owns an approximate 83.3% aggregate equity interest in Brookfield Canada Office Properties, a Canadian real estate investment trust that is listed on the TSX and the NYSE, and an approximate
84.3% interest in the U.S. Office Fund, which consists of a consortium of institutional investors and which is led and managed by Brookfield Office Properties.

(6)
Our Australian office platform consists of our economic interest in certain of our Australian office properties not held through Brookfield Office Properties.

(7)
Our interest in General Growth Properties, Inc., or GGP, is comprised of an interest in approximately 21% (38% with our consortium partners) of the outstanding shares
of common stock. We, and our consortium partners, also own warrants to acquire additional shares of common stock, which warrants were “in-the-money” as at June 30, 2012.

(8)
Rouse Properties Inc., or Rouse, is a newly formed NYSE-listed company that GGP spun-out to its shareholders on January 12, 2012. As at June 30, 2012, we had interests
of approximately 36% (54% with our consortium partners) of the outstanding shares of common stock.

(9)
Our economic interest set forth above is reflected as a range because our multi-family and industrial and our opportunistic investments portfolios are held through
Brookfield-sponsored private funds in which we hold varying interests.

 Operating Entities, page 62

4.
We note your revised disclosure on page 63 that you and your consortium partners own approximately 63 million warrants to acquire additional shares of common
stock. Please revise to include the percentage of common stock these warrants would represent upon exercise for both you and your consortium partners.

 - 3 -

 Response.

 The Company will revise the disclosure on page 63 by adding in language that includes the percentage of common stock the warrants would represent upon exercise for both the Company and its consortium
partners. The additional language will be as follows:

 Assuming the exercise of these warrants, we and our consortium partners
would hold an aggregate of approximately 421 million shares of GGP, representing approximately 39% of the outstanding shares of common stock of GGP on a fully diluted basis (and 42% assuming that only we and our consortium partners exercise the
warrants).

 Performance Measures, pages 66 — 67

5.
We have considered your response to comment three. We continue to believe that the title of your FFO measure should be revised to highlight the variation from the
industry-recognized NAREIT defined measure.

 Response.

As discussed with the Staff on October 17, 2012, the Company acknowledges that the Staff continues to consider the Company’s
presentation of FFO.

 Proportionate Summary Financial Information, pages 111 — 113

6.
We have considered your responses in regards to your presentation of the proportionate balance sheet and income statement financial information. We continue to
believe that such presentation is not appropriate since it attaches undue prominence to the non-IFRS information. Please revise to remove the presentation of proportionate balance sheet and income statement financial information. For reference, see
Question 102.10 of the Division’s Compliance and Disclosure Interpretations for Non-IFRS Financial Measures.

 Response.

 The Company will remove the presentation of proportionate
balance sheet and income statement financial information which appears on pages 111 to 113.

 Commercial Property Operations and
Brookfield Asset Management Inc.

 Carve-out Statements of Income (Loss), page F-5

7.
Please further address the following items with regard to your presentation of property net operating income in your statements of income:

•

 We note that although you believe that you have not excluded from property net operating income any activities that you believe would normally be
regarded as

 - 4 -

part of property operating activities, you do exclude certain costs of an operating nature (i.e., General and administrative expense and Depreciation and amortization). Thus, please remove
this operating measure or revise it to include all costs of an operating nature. Reference is made to paragraphs 85, 86, and BC 56 of IAS 1.

•

 We note that you have not provided an “analysis” of the expenses included in property net operating income using a classification based on
either their nature or their function within your entity as required by paragraph 99 of IAS 1. Furthermore, please note that paragraph 32 of IAS 1 does not allow offset of income and expenses, unless required or permitted by IFRS. Therefore,
please revise your financial statements to separately disclose these expenses on the face of your statements of income.

 Response.

 The Company acknowledges the Staff’s comment regarding the
characterization of the line item “Property Net Operating Income” as an operating measure and proposes to revise its presentation of the carve-out statement of income (loss), in an amendment to the Registration Statement, to present the
revenues and direct expenses with a sub-total line item representing the C

October 9 , 2012

Via E -mail
Steven J. Douglas
Chief Financial Officer
Brookfield Property Partners L.P.
Three World Financial Center
11th Floor
New York, NY 10281 -1021

Re: Brookfield Property Partners L.P.
 Amendment No. 3  to Registration Statement on Form 20 -F
Filed September 17 , 2012
File No. 001 -35505

Dear Mr. Douglas:

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 advising us when you will provide the requested
respons e.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Transaction Agreements, page 39

1. Please revise to briefly describe the Voting Agreements and the Master Services
Agreement, including quantifying the base management fee and annual escalation
amount.

Competitive Strengths, page 41

2. Based on your response to comment 1 of our comment letter dated September 5, 2012,
we continue to question the basis for your dividend projection and how you determined
that you have sufficient cash available to pay the dividend.   Please revise to balance your
disclosure and include risk factor disclosure describing that proposed distributions are
significantly greater than cash flow from operating activities and that any distributions
are not guaranteed and may not b e sustainable.   We may have further comment.

Steven J. Douglas
Brookfield Property Partners L.P.
October  9, 2012
Page 2

 Organizational Chart, page 5 9

3. Please revise the chart to reflect footnote (3) on page 60 and include the $1.25 billion of
redeemable preferred shares held by Brookfield.

Operating Entities, page 62

4. We note yo ur revised disclosure on page 63 that you and your consortium partners own
approximately 63 million warrants to acquire additional shares of common stock.  Please
revise to include the percentage of common stock these warrants would represent upon
exercise  for both you and your consortium partners.

Performance Measures, pages 66 – 67

5. We have considered your response to comment three.    We continue to believe that the
title of your FFO measure should be revised to highlight the variation from the industry -
recognized NAREIT defined measure.

Proportionate Summary Financial Information, pages 111 – 113

6. We have considered your responses in regards to your presentation of the proportionate
balance sheet and income statement financial information.    We continue to believe that
such presentation is not appropriate since it attaches undue prominence to the non -IFRS
information.    Please revise to remove the presentation of proportionate balance sheet and
income statement financial information.   For refere nce, see Question 102.10 of the
Division’s Compliance and Disclosure Interpretations for Non -IFRS Financial Measures.

Commercial Property Operations of Brookfield Asset Management, Inc.

Carve -Out Statements of Income (Loss), page F -5

7. Please further addr ess the following items with regard to your presentation of property
net operating income in your statements of income:

 We note that although you believe that you have not excluded from property net
operating income any activities that you believe would n ormally be regarded as
part of property operating activities, you do exclude certain costs of an operating
nature (i.e., General and administrative expense and Depreciation and
amortization).   Thus, please remove this operating measure or revise it to incl ude
all costs of an operating nature.    Reference is made to paragraphs 85, 86, and BC
56 of IAS 1.

 We note that you have not provided an “analysis” of the expenses included in
property net operating income using a classification based on either their nat ure or

Steven J. Douglas
Brookfield Property Partners L.P.
October  9, 2012
Page 3

 their function within your entity as required by paragraph 99 of IAS
1.  Furthermore, please note that paragraph 32 of IAS 1 does not allow offset of
income and expenses, unless required or permitted by IFRS.   Therefore, please
revise your financial  statements to separately disclose these expenses on the face
of your statements of income.

Un-Audited Pro -Forma Financial Statements

Note 4 – Pro-Forma Adjustments

(e) Partnership Equity, page PF -11

8. We continue to consider your analysis regarding non-controlling interest.

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 rule s 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 taki ng any action with respect to the filing; and

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

You may contact Jessica Barberich, A ssistant Chief Accountant , at (202) 551 -3782  or
Kevin Woody, Accounting Branch Chief, at (202) 551 -3629  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Folake Ayoola,
Attorney  Advisor,  at (202) 551 -3673 or me at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer  Gowetski

Jennifer Gowetski
Senior Counsel

CORRESP
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CORRESP

 September 14, 2012

 Via Federal Express and EDGAR

 Mr. Kevin Woody

Accounting Branch Chief

 Securities and Exchange
Commission

 100 F Street, N.E.

 Mail
Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

Amendment No. 2 to Registration Statement on Form 20-F

 Filed August 6, 2012

 File No. 001-35505

Dear Mr. Woody:

 On
behalf of our client, Brookfield Property Partners L.P. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in its letter of September 5, 2012 (the “Comment Letter”) to Steven Douglas with respect to the Company’s Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form 20-F (the
“Registration Statement”).

 On the date hereof, the Company is filing Amendment No. 3 to the
Registration Statement (“Amendment No. 3”) incorporating the revisions described herein. To assist the Staff in reviewing this letter, we will separately deliver to you, by hand, four copies of this letter, along with four
marked copies of Amendment No. 3 showing changes against Amendment No. 2. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter in bold
text and have provided the Company’s responses immediately following each numbered comment. Unless otherwise noted, page references in the Company’s responses correspond to the pages in Amendment No. 2. Capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

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

 Form 20-F

 Competitive Strengths, pages 41 – 42

1.
We note your projected pro forma cash flow information for the remainder of 2012 assuming completion of the reorganization and spin off in the third quarter and the
full year ended December 31, 2013. Please tell us the basis for your estimates; address each type of cash flow separately. Clarify if the estimates are based on historical amounts and tell us the significant assumptions you are relying upon. In
particular, we note that the most significant cash inflow is from asset sales of direct investments; it is unclear to us why it is appropriate to include this and how you are able to project asset sales.

- 2 -

 Response.

 The Company advises the Staff that below is an updated pro forma cash flow for the remainder of 2012 (assuming completion of the reorganization and spin off in the third quarter) and the full year ended
December 31, 2013. Changes made in the pro forma cash flow reflect updates made to the Unaudited Pro Forma Financial Statements on PF-5 and asset sale projections.

(US$ in Millions)

Projected Cash Flow
Through Dec. 31,
2013

 Opening cash balance

$
15

 Subsidiaries

 Operating cash flow from direct investments

68

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

562

 Dividends from subsidiaries

321

 Contributions / Distributions from private fund investments

(183
)

 Corporate

 Corporate interest expense

(90
)

 Management and administrative fees

(72
)

 Dividends to shareholders

(540
)

 Closing cash balance

$
81

 Undrawn corporate revolver

500

 Total Liquidity

$
581

 The Company advises the Staff that the projected $68 million of operating cash flow from direct
investments is derived from the historical cash flow from the Company’s direct investments and has been adjusted for any projected asset sales, refinancing and leasing activity during the period presented.

The cash flow projected from asset sales of direct investments, net of debt repayment, of $562 million primarily reflects the IFRS fair
value of select Australian assets that the Company expects to be sold by the end of 2013 less the repayment of debt related to such assets. Since the beginning of 2011 Brookfield Asset Management has sold 23 direct commercial property investments
which had gross sales of approximately $2.5 billion, of which 8 investments were in Australia and had gross proceeds of approximately $370 million. The sale of these 8 Australian assets, and assets the Company is expecting to sell by the end of
2013, are part of a program that Brookfield Asset Management initiated to sell its non-core Australian commercial properties that were acquired as part of its acquisition of Multiplex in 2007.

- 3 -

 In addition, prior to the consummation of the spin-off, the Company expects to have in place
a $500 million corporate credit facility which can be used to, among other things, bridge any delay of its asset sale projections in order to maintain the Company’s anticipated distribution level.

The Company advises the Staff that the projected $321 million of dividends from subsidiaries are based on the dividend policies that are
in place for Brookfield Office Properties, GGP and Rouse. In addition to the estimated cash generated by operations, the Company estimates that it expects to effectively reinvest over $750 million in its operating entities through December 31,
2013 (such amount being the Company’s proportionate interest in the FFO of its operating entities that is not being distributed to the Company). The Company either controls or has significant influence over these operating entities and as a
result the distributions made to the Company by such operating entities could be increased.

 The Company advises the Staff
that the projected net cash outflow of $183 million for contributions/distributions from private fund investments is based on the Company’s expected capital commitments to be funded over the investment period which is partially offset by
projected distributions of the Company’s private funds. In addition, the Company manages and controls its private fund investments and therefore has significant influence with respect to any cashflows and outflows.

The Company advises the Staff that the corporate interest expense and management and administrative fees of $90 million and $72 million,
respectively, represent five quarters of expenses. These numbers were derived from the Unaudited Pro Forma Financial Statements on PF-5 multiplied by 1.25. Dividends paid to shareholders represents an annual aggregate dividend of 4% of pro forma
IFRS Value (the total pro forma IFRS Value is $10,773 million, page PF-4).

 Organizational Chart, page 59

2.
We note your revision in response to comment 7 of our comment letter dated July 12, 2012. We are unable to read the chart. Please revise the chart to make it
legible. In addition, please highlight the registrant and its ownership percentage in the property partnership.

 Response.

 The Company has revised the chart on page 59 to make the chart
legible and to highlight the registrant and its ownership in the Property Partnership.

 Performance Measures, pages 66 – 67

3.
We note that you define FFO based on the NAREIT definition and that you discuss the differences between the two definitions in your disclosures on pages 3 and 66.
Please further clarify what the “certain other non-cash items” are that may be excluded from your FFO measure and clarify if there are any such items in the years presented. Also, please revise the title of the measure (i.e. “adjusted
FFO”) to highlight the variations from the industry-recognized NAREIT defined measure.

- 4 -

 Response.

 The Company advises the Staff that the years presented do not include any adjustments for “certain other non-cash items” and it has revised its definition of FFO to remove reference to this
adjustment.

 The Company notes that its definition of FFO is different from the NAREIT definition as the Company reports under
IFRS and certain of its subsidiaries are structured as corporations as opposed to REITs. The Company submits that the NAREIT definition of FFO is premised on an entity that is a REIT reporting under US GAAP. The adjustments that are made by the
Company but which are not contemplated in the NAREIT definition of FFO are required to arrive at a reported FFO that is consistent with the NAREIT definition under US GAAP. As the Company’s net income includes fair value adjustments and income
taxes, if it were to calculate FFO taking into consideration only the adjustments included in the NAREIT definition, its reported FFO would not be comparable to other entities reporting in accordance with the NAREIT definition.

Further, the Company notes that members of the real estate industry regularly report measures known as Adjusted FFO. While the definition
of Adjusted FFO is not standardized to the same degree as FFO, it is commonly understood to include adjustments to FFO to (i) reverse the impact of recognizing rent on a straight-line basis, (ii) account for capital expenditures required
to sustain the properties and (iii) deduct certain leasing commissions and tenant improvements.

 Given that the FFO
reported by the Company results in a measure consistent with the NAREIT definition of FFO and does not include the adjustments commonly included in Adjusted FFO, the Company respectfully advises the Staff that referring to the measure as adjusted
FFO would be misleading in assessing the performance of the Company against FFO and Adjusted FFO reported by other entities.

 Operating
Results – Office, page 87

4.
We note your disclosure beginning on page 89 that you use in-place net rents for your office segment and calculate this as an annualized amount of cash rent
receivable from leases on a per square foot basis including tenant expense reimbursements, less operating expenses being incurred for that space, but excluding the impact of straight-lining rent escalations or amortizations of free rent periods.
Please revise your disclosure on pages 46 and 90 to provide average effective rent that reflects free rent periods or concessions.

 Response.

 The Company advises the Staff that in-place net rents are
determined on a cash basis. As a result, in-place net rents excludes the impact of free rent periods or other rent abatements that reduce the cash rents receivable in the period. For greater clarity, the Company notes that the in-place net rents
disclosed do not represent the straight-line rents recognized under IFRS or the stated rents in the Company’s leases (i.e., contractual amount payable before taking into consideration free rent periods or other abatements).

- 5 -

 For additional context, the Company advises the Staff that it reported $1,507 million,
$1,250 million and $1,124 million of commercial property net operating income in each of the years in the three year period ended December 31, 2011, 2010 and 2009, of which $34 million (2.3%), $7 million (0.6%) and $6 million (0.5%),
respectively, represented straight-line rent escalations and free rent amortization.

 Reconciliation of Performance Measures to IFRS
Measures, pages 108-112

5.
We continue to consider your presentation of the proportionate balance sheet and income statement financial information beginning on page 110.

 Response.

 The Company acknowledges that the Staff will continue to consider the Company’s presentation of the proportionate balance sheet and income statement financial information.

Commercial Property Operations and Brookfield Asset Management Inc. – Carve-out Statements of Income (Loss), page F-5

6.
We continue to consider your presentation of property net operating income on the face of the carve-out statements of income (loss).

Response.

 The Company acknowledges that the Staff will continue to consider the Company’s presentation of property net operating income on the face of the carve-out statements of income (loss).

Note 5: Investment Properties, page F-19

7.
We note that the external valuations obtained for your investment properties are primarily prepared in connection with financing transactions or pursuant to
contracts with co-investors. Also, we note that although you consider these valuations, you state that you do not base your determination of fair value of your investment properties on these valuations. In light of this, please revise your
disclosure to state that none of your investment property was valued based on external valuations, if true, in accordance with paragraph 75(e) of IAS 40, or expand your disclosure to discuss the significant adjustments, if any, made to the
valuations to determine the fair values for financial statement purposes and provide a reconciliation in accordance with paragraph 77 of IAS 40.

- 6 -

 Response.

 The Company has revised its disclosure in Note 5: Investment properties on page F-19 to state that none of the Company’s investment property was valued based on external valuations.

Schedule III – Supplemental Schedule of Investment Property Information, page F-42

8.
We note that you do not believe that the date of construction is relevant in the context of investment properties measured at fair value under IAS 40; however, we
continue to believe that this information is meaningful, and it is a form requirement. Please revise to include a column disclosing weighted average year of construction.

Response.

 The Company has revised its disclosure on page F-42 to include the weighted average year of construction.

 Unaudited Pro-Forma Financial Statements

9.
Please revise to include pro forma per share data. See Article 11 of Regulation S-X for reference.

Response.

 The Company has revised it disclosure on page PF-5 to include pro forma per share data.

Note 4 – Pro-Forma Adjustments

 (d) Partnership Equity, page PF-10

10.
We continue to consider your analysis regarding non-controlling interest.

 Response.

 The Company acknowledges that the Staff will continue to
consider the Company’s analysis regarding non-controlling interest.

 *  *  *

The Company, in response to the request contained in the Comment Letter, hereby acknowledges 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

- 7 -

•

 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.

 If you have any questions or comments regarding the enclosed materials or this letter,
please call the undersigned at (212) 880-6363. Please send copies of any correspondence relating to this filing to the undersigned by email to mkurta@torys.com.

Very truly yours,

/s/ Mile T. Kurta

Mile T. Kurta

 (Enclosure)

cc:
Jessica Barberich

 Folake Ayoola

 Jennifer Gowetski

 (Securities and Exchange Commission)

 Steven Douglas

(Brookfield Property Partners L.P.)

September 5, 2012

Via E -mail
Steven J. Douglas
Chief Financial Officer
Brookfield Property Partners L.P.
Three World Financial Center
11th Floor
New York, NY 10281 -1021

Re: Brookfield Property Partners L.P.
 Amendment No. 2 to Registration Statement on Form 20 -F
Filed August 6, 2012
File No. 001 -35505

Dear Mr. Douglas:

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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
respo nse to these comments, we may have additional comments.

Competitive Strengths, pages 41 – 42

1. We note your projected pro forma cash flow information for the remainder of 2012
assuming completion of the reorganization and spin off in the third  quarter and the full
year ended December 31, 2013.   Please tell us the basis for your estimates; address each
type of cash flow separately.   Clarify if the estimates are based on historical amounts and
tell us the significant assumptions you are relying u pon.  In particular, we note that the
most significant cash inflow is from asset sales of direct investments; it is unclear to us
why it is appropriate to include this and how you are able to project asset sales.

Organizational Chart, page 59

2. We note you r revision in response to comment 7 of our comment letter dated July 12,
2012. We are unable to read the chart.  Please revise the chart to make it legible.  In

Steven J. Douglas
Brookfield Property Partners L.P.
September 5, 2012
Page 2

 addition, please highlight the registrant and its ownership percentage in the property
partners hip.

Performance Measures, pages 66 – 67

3. We note that you define FFO based on the NAREIT definition and that you discuss the
differences between the two definitions in your disclosures on pages 3 and 66.   Please
further clarify what the “certain other n on-cash items” are that may be excluded from
your FFO measure and clarify if there are any such items in the years presented.   Also,
please revise the title of the measure (i.e. “adjusted FFO”) to highlight the variations from
the industry -recognized NAREI T defined measure.

Operating Results – Office, page 87

4. We note your disclosure beginning on page 89 that you use in -place net rents for your
office segment and calculate this as an annualized amount of cash rent receivable from
leases on a per square foot basis including tenant expense reimbursements, less ope rating
expenses being incurred for that space, but excluding the impact of straight -lining rent
escalations or amortizations of free rent periods.  Please revise your disclosure on pages
46 and 90 to provide average effective rent that reflects free rent p eriods or concessions.

Reconciliation of Performance Measures to IFRS Measures, pages 108 -112

5. We continue to consider your presentation of the proportionate balance sheet and income
statement financial information beginning on page 110.

Commercial P roperty Operations and Brookfield Asset Management Inc. – Carve -out Statements
of Income (Loss), page F -5

6. We continue to consider your presentation of property net operating income on the face
of the carve -out statements of income (loss).

Note 5: Investment Properties, page F -19

7. We note that the external valuations obtained for your investment properties are primarily
prepared in connection with financing transactions or pursuant to contracts with co -
investors.   Also, we note that although you con sider these valuations, you state that you
do not base your determination of fair value of your investment properties on these
valuations.   In light of this, please revise your disclosure to state that none of your
investment property was valued based on e xternal valuations, if true, in accordance with
paragraph 75(e) of IAS 40, or expand your disclosure to discuss the significant
adjustments, if any, made to the valuations to determine the fair values for financial
statement purposes and provide a reconcil iation in accordance with paragraph 77 of IAS
40.

Steven J. Douglas
Brookfield Property Partners L.P.
September 5, 2012
Page 3

 Schedule III – Supplemental Schedule of Investment Property Information, page F -42

8. We note that you do not believe that the date of construction is relevant in the context of
investment properties measured at fair value under IAS 40; however, we continue to
believe that this information is meaningful, and it is a form requirement.   Pleas e revise to
include a column disclosing weighted average year of construction.

Unaudited Pro -Forma Financial Statements

9. Please revise to include pro forma per share data.   See Article 11 of Regulation S -X for
reference.

Note 4 – Pro-Forma Adjustme nts

(d) Partnership Equity, page PF -10

10. We continue to consider your analysis regarding non -controlling interest.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es 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 adequac y 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 ch anges 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.

Steven J. Douglas
Brookfield Property Partners L.P.
September 5, 2012
Page 4

You may contact Jessica Barberich, A ssistant Chief Accountant , at (202) 551 -3782  or
Kevin Woody, Accounting Branch Chief, at (202) 551 -3629  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Folake Ayoola,
Attorney  Advisor,  at (202) 551 -3673  or Jennifer Gowetski, Senior Counsel, at (202) 551 -3401
with any other questions.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 August 6, 2012

 Via Federal Express and EDGAR

 Ms. Jennifer Gowetski

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

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

 Filed June 12, 2012

 File
No. 001-35505

Dear Ms. Gowetski:

 On
behalf of our client, Brookfield Property Partners L.P. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in its letter of July 12, 2012 (the “Comment Letter”) to Steven Douglas with respect to the Company’s Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form 20-F (the
“Registration Statement”).

 On the date hereof, the Company is filing Amendment No. 2 to the
Registration Statement (“Amendment No. 2”) incorporating the revisions described herein. To assist the Staff in reviewing this letter, we will separately deliver to you, by hand, four copies of this letter, along with four
marked copies of Amendment No. 2 showing changes against Amendment No. 1. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter in bold
text and have provided the Company’s responses immediately following each numbered comment. Unless otherwise noted, page references in the Company’s responses correspond to the pages in Amendment No. 2. Capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

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

 Form 20-F

 General

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

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

 Response.

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

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

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

 Overview of Our Business, page 38

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

 - 2 -

 Response.

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

 Competitive Strengths, pages 41 – 42

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

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

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

 (US$ in Millions)

Projected
Cash Flow
Through
Dec. 31, 2013

 Opening cash balance

$
 15

 Subsidiaries

 Operating cash flow from direct investments

68

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

534

 Dividends from subsidiaries

321

 Contributions / Distributions from private fund investments

(183
)

 Corporate

 Corporate interest expense

(54
)

 Management and administrative fees

(72
)

 Dividends to shareholders

(581
)

 Closing cash balance

$
 48

 Undrawn corporate revolver

500

 Total Liquidity

$
548

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

 - 3 -

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

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

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

 Operating Platforms, page 44

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

Response.

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

Opportunistic Investment Platform, page 55

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

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

 - 4 -

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

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

Organization Structure, page 60

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

Response.

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

 Performance Measures, pages 66 – 67

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

 Response.

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

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

 - 5 -

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

 Operating Results – Retail, page 78

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

 Response.

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

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

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

 Critical Accounting Policies, Estimates and Judgments, page 104

 Investment
Properties, page 104

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

Response.

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

July 12, 2012
 Via E-mail

Steven J. Douglas Brookfield Property Partners L.P. Three World Financial Center 11
th Floor
New York, NY 10281-1021
Re: Brookfield Property Partners L.P.
 Amendment No. 1 to Registra tion Statement on Form 20-F
Filed June 12, 2012 File No. 001-35505

Dear Mr. Douglas:
 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 f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            General

 1. We note your response to comment 2 of our comment letter dated May 11, 2012 and
the revised disclosure on pages 3 and 66 that  NOI means revenues from operations of
consolidated properties less direct operating expenses, which exclude general and
administrative expenses that do not relate directly to operations of a commercial
property.  Please explain what you mean by ge neral and administrative expenses that
do not relate directly to oper ations of a commercial property and provide examples, as
applicable.  In addition, please clarify what  percentage of direct operating expenses
these general and administrative expenses comprise.
 Overview of Our Business, page 38

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 2

2. We note your response to comment 5 of our letter dated May 11, 2012 and the revised
disclosure on pages 49 and 69 that 17 million square feet of the 18 million square feet in your office development pipeline are at varying points of planning.  We further
note that you are commencing work to build the necessary foundations on the
Manhattan West site and that commercial office development activities are focused
on five projects comprising approximately 9 million square feet.  We continue to
believe that you should revise your disclosure to provide th e costs incurred to date,
budgeted costs and estimated completion dates.  Please revise accordingly.
 Competitive Strengths, pages 41 – 42

 3. We have considered your response to comment 6 of our letter dated May 11, 2012
and your revised disclosures on page 42.   Please further support your basis for
determining that you have sufficient cash av ailable to pay the expected distribution
over the next twelve months and clarify the am ount of the distributi on.  In this regard,
please provide us with a supplemental cas h flow analysis which addresses your
current cash position, pro forma cash flows, a nd projected cash flows.  Tell us the
significant assumptions used in your proj ections for the next twelve months,
including adjustments to reve nues, expected capital expe nditures, other significant
cash commitments and your expectations re garding distributions from operating
entities that may be less than your entitlement.  Also, revise your disclosure to briefly
discuss your basis for the dividend projecti on and your alternatives for maintaining
the expected distribution levels  as outlined in your response.
 Operating Platforms, page 44

 4. We note your response to comment 9 of our letter dated May 11, 2012 and your
updated disclosures on pages 46 and 52.  You di sclose that the pr oportionate interest
in the assets net of minority  interests represents your  economic interest in the
underlying property; however, footnote (3) in the tables on pages 47 and 52 notes that
you have not applied the minority interest of  the Property Partners hip to the data.
Please explain; based on th e organizational chart on pa ge 60, it appears that your
company will only receive 10% of the economic  interest in the Property Partnership.
Please revise accordingly.
 Opportunistic Investment Platform, page 55

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

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 3

 6. We note your response to comment 14 of our comment letter dated May 11, 2012 and
the revised table reflecting a summary of lo ans and notes.  Please revise to provide
more detailed information that avoids broad ra nges of interest rate s and maturity.
 Organization Structure, page 60

7. We note footnote (4) on page 61 that states  all the percentages listed represent your
economic interest in the applicable entity or group of assets, which may not be the
same as your voting interest in  those entities and groups of assets.  Please revise to
provide your voting interest in those entities and groups  of assets.
 Performance Measures, pages 66 – 67

 8. We note your references to NAREIT defin ition of FFO on pages 3 and 67.  We also
note that NAREIT FFO is based on US G AAP, but that you report under IFRS.
Please tell us whether your  definition is based on a ny other industry-recognized
measure, such as EPRA Earnings or REALpac FFO.  We may have further
comments.
 Financial Highlights and Performance as at March 31, 2012 and December 31, 2011 and the
three months ended March 31, 2012 and 2011, page 70

Operating Results – Retail, page 78
 9. You disclose that the decrease in FFO in the United States is due to the inclusion of a
portion of GGP’s 2010 results in the first qua rter of 2011 due to a catch up following
the recapitalization in November 2010.  Please explain what led to this ‘catch up’ and
your basis for the accounting treatment in  2011.  Also, quantify the total financial
impact of the catch up.
 Critical Accounting Policies, Estimates and Judgments, page 104

 Investment Properties, page 104

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

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 4

 Reconciliation of Performance Measures  to IFRS Measures, pages 108 – 112

 11. We continue to consider your response to comment 24 of our letter dated May 11,
2012.  We note that, although the disc losures on pages 110 through 112 do not
contain every line item from your carved-out fi nancial statements, there are very few
condensed line items.  Thus, in general, the disclosures still app ear to represent full
non-IFRS financial statements.  Please advi se.  Furthermore, please explain why you
believe it is appropriate to present your proportionate inte rest in GGP at 38%; discuss
your relationship with the other institutiona l partners and why their interests should
be included with your interest.
 Commercial Property Operations and Brookfie ld Asset Management Inc. - Carve-out
Statements of Income (Loss), page F-5
 12. We note that on page 3, you refer to propert y net operating income (“NOI”) as a non-
IFRS financial measure.  In this regard, it is unclear why you have presented it on the
face of your statements of income (loss) .  Please tell us your basis for this
presentation.  Please refer to Item 10(e) of Regulation S-K.  You also present an
unnamed subtotal after ‘Invest ment and other income’ in your statements of income
(loss); additionally, tell us your basis for this presenta tion and why you believe it is
meaningful.

13. Furthermore, we note that your discussion of operating results focuses on NOI, FFO,
and Total Return which you have identified as non-IFRS measures; thus, it appears
that you have given undue prominence to these measures.  Please revise these
disclosures to discuss with equal or great er prominence your consolidated results of
operations as calculated and presented in accordance with IFRS.  See Item 10(e)(1)(i)(A) for reference.
 Schedule III – Supplemental Schedule of I nvestment Property Information, page F-42

 14. We note your response to comment 34 of our  letter dated May 11, 2012; however, we
continue to believe that the form of th e schedule should comply with Rule 12-28 of
Regulation S-X except for cost and depreciati on information which is not applicable.
Please further explain or revise to include a column disclosing weighted average year
of construction.
 General Growth Properties, Inc.

 15. Please note that we will review the revise d financial statements for General Growth
Properties, Inc. when included in a subsequent amendment to the Form 20-F.
 Unaudited Pro-Forma Financial Statements

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 5

Note 1 – Nature and Description of  the Limited Partnership, page PF-6

 16. We note your revised disclosures; howeve r, you did not address how you determined
the amounts of each issuance.  Please tell  us and disclose how you determined the
amounts paid as consideration for the business.
 Note 4 – Pro-Forma Adjustments

 (a) Acquisition of interest in certain Austra lian investments through participating loan
interests, page PF-8 - 9

17. We have considered your response to comme nt 40.   We note that the determination
of whether the participating loan agreements are convertib le into a direct ownership
interest in either the underlying properties in Australia or the Australian subsidiaries
is dependent on the nature of Brookfield’s ow nership interest in the property.   Please
further explain and contrast the varying natu re of Brookfield’s ownership interest in
these properties and why this would dictate whether the participating loan agreements
would be convertible into the underlying property or the subsidiary owning the
property.  Also, further explain to us th e form of the direct ownership in the
underlying properties (i.e., undivi ded interest) and describe  the rights granted through
the ownership.

(d) Partnership Equity, page PF-10
 18. We have considered your response to comment 38 and note you present a line item
for net income attributable to parent company and partners in your pro forma
statement of income.   Please clarify what this  line item represents.  It is still not clear
why the 90% economic interest in the form  of Redemption-Exchange Units is not
reflected as non-controlling interest in the pro-forma financial statements; please
explain further as these units appear to represent equity in your subsidiary, the
Property Partnership, not attri butable to the parent, Brookfie ld Property Partners L.P.
Please  clarify your basis in IFRS fo r your pro forma presentation and how you
considered paragraphs 27 and 28 of IAS 27.   Your response should also address
paragraph 19 of IAS 27 which indicates th at non-controlling in terests are based on
present ownership interests and do not reflec t the possible exercise or conversion of
potential voting rights.

19. You state that the 90% economic interest in the Property Partne rship will be owned
by Brookfield in the form of Redemption- Exchange Units and that you determined
these units should be recorded as equity, in  part, based on your right of first refusal
which entitles you, at your sole discretion, to el ect to settle in units rather than cash.
Please specifically address how you determin ed the right of first refusal to be

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 6

 substantive in light of Brookf ield’s ability to control your company as the general
partner and to compel cash redemption.  Pl ease cite the appropriate guidance.

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 Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’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  and accuracy of the disclosure in the
filing;

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

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

You may contact Wilson Lee, Staff A ccountant, at (202) 551-3468 or Jessica
Barberich, ACA, at (202) 551-3782 if you ha ve questions regarding comments on the
financial statements and related matters.  Please  contact Folake Ayoola, Attorney Advisor, at
(202) 551-3673 or me at (202) 551- 3401 with any other questions.

Sincerely,
   /s/ Jennifer Gowetski
Jennifer Gowetski Senior Counsel

CORRESP
1
filename1.htm

CORRESP

 1114 Avenue of the Americas

 23rd Floor

 New York, New York

 10036.7703 USA

 Tel  212.880.6000

 Fax 212.682.0200

www.torys.com

 June 12, 2012

 Via Federal Express and EDGAR

 Ms. Folake Ayoola

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

Re:
Brookfield Property Partners L.P.

Registration Statement on Form 20-F

Filed April 12, 2012

File
No. 001-35505

Dear Ms. Ayoola:

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

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

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

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

Form 20-F

 General

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

 Response.

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

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

 Response.

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

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

 Response.

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

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

 Response.

 The Company has revised the disclosure on page 8.

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

 - 2 -

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

 Overview of our Business, page 37

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

 Response.

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

 Competitive Strengths, pages 39
– 40

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

 Response.

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

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

 - 3 -

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

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

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

 Development of Our Business,
page 40

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

Response.

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

•

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

 - 4 -

•

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

•

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

•

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

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

 Operating Platforms, page 42

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

Response.

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

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

 - 5 -

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

Response.

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

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

 Response.

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

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

May 11, 2012
 Via E-mail

Steven J. Douglas Brookfield Property Partners L.P. Three World Financial Center 11
th Floor
New York, NY 10281-1021
Re: Brookfield Property Partners L.P.
 Registration Statement on Form 20-F
Filed April 12, 2012 File No. 001-35505

Dear Mr. Douglas:
 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 f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            General

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

2. We note your disclosure on page 3 that your “same store analysis” compares the
performance of the property portf olio adjusted for the effect  of current and prior year
dispositions and acquisitions, one-time items and foreign exchange.  We also note the
disclosure on page 60 that you evaluate the performance of management using a
“same store analysis.”  Please clarify whethe r NOI is solely presented on a same-store

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 2
 basis and tell us what types of “one-time ite ms” are factored in.  We may have further
comments.
3. We note your references on page 43 and 45 to  Appendix A to the Form 20-F.  We are
unable to locate this appendix.  Please revise your disclosu re to include such appendix
or advise.
4. You disclose on page 7 that the Property  Partnership, the Holding Entities and your
operating entities are legally distinct fr om your company and some of them are
restricted in their ability to  pay dividends and distributions or otherwise make funds
available to your company pursuant to loca l law, regulatory requirements and their
contractual agreements.  Please tell us what  consideration you ga ve to the amount of
your restricted net assets and how you comp lied with the requirements of Rule 5-04
of Regulation S-X for Schedule I.  Please al so tell us how your footnote disclosures
comply with paragraph 41(d) of IAS 27 and paragraph 37(f) of IAS 28.
 Overview of our Business, page 37

 5. We note your disclosure on page 38 where you state that you hold interests in an 18
million square foot office developmen t pipeline and a $350 million retail
redevelopment pipeline.  Here and elsewh ere, where you have similar disclosure,
please revise your disclosure to provid e the anticipated completion date, costs
incurred to date and budgeted costs.  In addition, please clarify if this development
pipeline includes the five development projects referenced on page 64.  For
completed developments, please disclose development costs per square foot.
 Competitive Strengths, pages 39 – 40

 6. We note that you intend to make quarterly cash distributions in an initial amount
currently anticipated to be approximate ly $1.00 per unit on an annualized basis,
which initially represents an estimated di vidend yield of approximately 4% of IFRS
Value.  We also note that you will target an initial pay-out ra tio of approximately
80% of FFO.  With a view toward disclosu re, please provide us  with the basis for
your dividend projection to support how you determined that you have sufficient cash
available to pay the dividend.   Also, revise to balance you r disclosure to state that
any distributions are not guara nteed and describe the risk s that could impact such
distributions.
 Development of Our Business, page 40

 7. We note your disclosure on page 41 regard ing the estimated compound annual return
(IRR) of approximately 15.4% from 1 989 through December 31, 2011.  We further

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 3
 note this IRR was determined using the value of Brookfield’s investments in
commercial property as of December 31, 2011 “(which includes valuations of
unrealized investments that are based on assumptions management believes are
reasonable), compared to the aggregate equi ty investments made in such commercial
property and includes all net proceeds genera ted by these investments.”  Please more
specifically tell us how you calculated th is amount, clarify whether this amount
reflects any management fees and describe  the assumptions management believes are
reasonable.
 Operating Platforms, page 42

 8. We note the chart on page 43 referencing th e “In-place Market Net Rent” and “Our
In-place Net Rent.”  Please explain ho w you calculate each of these amounts and
whether “Our In-place Net Rent” accounts fo r tenant concessions or abatements and
quantify such amounts.  In addition, pleas e explain why you have excluded office
assets held within your opport unistic investment platform  and quantify the portion of
your office assets that such opportu nistic investments represent.

9. We note your statement on page 1 that all operating and statistical information is
presented as if you own 100% of each property in your portfolio.  We also note the
disclosure in the tables re garding your proportionate intere st in the assets before
considering minority interests and your propor tionate interest in those assets net of
minority interests.  Please revise throughout to clarify, if true, th at the proportionate
interests net of minority inte rests represents your economic interests in the properties
and explain the relevance of th e proportionate interest in the assets before considering
the minority interests.
 10. Please revise the lease expiration tables  on page 44 and page 47 to include the
number of tenants whose leases will expi re, the annual rental represented by such
leases, and the percentage of gross annua l rental represented by such leases.
 Multi-Family and Industrial Platform, page 48

 11. Please revise this section to provide propert y operating data, as applicable, such as
occupancy rate, average effective annual rent  per square foot, list of major tenants,
lease expiration schedule and other rent al information, for the 11,900 multi-family
units and the several industrial proper ties in the United States consisting of
approximately 2 million square feet of industrial space.
 Opportunistic Investment Platform, page 49

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 4
 12. Please revise this section to  disclose the amount invested  in each of these assets,
including distressed and underperforming real estate assets  and businesses and
commercial real estate mortgages and mezzan ine loans.  Also, please tell us what
assets are included in the “other real estate assets” referenced on page 49.
 13. Please tell us how you evaluate the credit quality of the assets and revise your
disclosure to provide the cred it quality of the assets.
 14. Please revise your disclosure to provide the interest rate type and the asset duration,
as applicable.
 Organizational Structure, page 54

 15. We note the organizational chart on page  54 is a simplified summary of your
organizational structure.  Pleas e revise your disclosure to:
 (i) briefly explain how the chart is simplified;
(ii) identify the holding entities, including the holding entity in which Brookfield
holds $1.5 billion of re deemable securities;
(iii) provide the voting interests held in the entities;
(iv) describe the limited partnership un its held by Brookfield which are
redeemable for cash or exchangeable  for units in accordance with the
Redemption-Exchange Mechanism; and
(v) explain the cases in which the ownership pe rcentages are presented as a range.
 16. We note that Brookfield holds $1.5 billion of redeemable pr eferred shares of one of
your holding entities, which it received as partial consideration for causing the
Property Partnership to acquire substantia lly all of Brookfield Asset Management’s
commercial property operations.  Please revise to describe in more detail the business
transaction and spin-off, including total num ber of shares to be issued and total
consideration received by Brookfield in exchange fo r its commercial property
operations.  Please describe, if  true, how that Brookfield re tains 90% of the ownership
interests in the Holding Entities and Oper ating Entities through limited partnership
units that are redeemable for cash or exchangeable for units in accordance with the Redemption-Exchange Mechanism and more  specifically describe the Redemption-
Exchange Mechanism.
 Performance Measures, page 60

 17. We note your disclosure of FFO.  Please cl arify if your FFO measure is consistent
with the NAREIT definition or if it is c onsistent with “EPRA Earnings” measure.
Identify the differences, if any.  We may have further comments.

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 5

Outlook, page 63

 18. For each of the segments (as applicable),  please revise your disclosure here or
elsewhere in the document to discuss your l easing activities, incl uding a discussion of
the volume of new or renewed leases, and, where applicable, average tenant
improvement costs, leasing commi ssions and tenant concessions.
 19. For each of the segments (as applicable), pl ease revise your disclosure to discuss the
relationship between market rents and e xpiring rents for leases expiring in 2012.

20. We note your table on page 69 where you disclo se historical occupa ncy rates. Please
revise your disclosure to provide historical same store occupancy.
  Liquidity and Capital Resources, page 77

 21. We note your disclosure on page 77 regardi ng the various sources of cash flows of
your operating entities that suppl ement your liquidity.  In par ticular, we note the table
at the bottom of the page and the contribu tions from parent company.  We further
note the disclosure on page F-8 regarding contributions from parent company and
distributions from parent company.  Please re vise page 77 to reconc ile this disclosure
or advise.
 Critical Accounting Policies, Estimates and Judgments, page 84

 Investment Properties, page 85

 22. Please expand your disclosure to discuss how you determine the extent to which you
utilize valuations of operating propertie s and development properties prepared by
qualified external valuation professionals;  address how you determine the properties
selected for appraisals and how often each property gets an  appraisal.
 23. We note that you record commercial developmen ts at fair value.  Please tell us how
you determined that fair value for pr operties under constr uction is reliably
determinable.  Reference is made to paragraph 53 of IAS 40.
 Reconciliation of Performance Measur es to IFRS Measures, pages 89 – 91

 24. We note you have provided a full condensed proportionate balance sheet and income
statement as if your equity method investme nts were proportionately consolidated.
This appears to be a Non-IFRS presentation.   Please clarify your consideration of

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 6
 Question 102.10 of the Division’s Complian ce and Disclosure Interpretations for
Non-IFRS Financial Measures which prohi bits full non-IFRS financial statement
presentation based on the premise of pl acing undue prominence to the non-IFRS
information.
 Commercial Property Operations of  Brookfield Asset Management, Inc.

 25. We note from disclosures on page 42, that  in the first quarter of 2012, Brookfield
announced a joint venture with an industria l partner to acquire, develop and manage
industrial property.   Please clarify whet her any probable acquisitions have been
identified for the company as a whole.  To  the extent there ar e probable acquisitions,
please tell us your consideration of the addi tional financial statement requirements of
Regulation S-X.
      Note 2 – Significant Accounting Policies

(a) Basis of Presentation, page F-9
 26. We note that certain resources are centrali zed by Brookfield and fees for access have
been charged to the respective subsidiaries.   Please further disclose the allocation
method used for these fees and management’s assertion that the method used is reasonable.  Also, disclose management’s estimate of wh at the expenses would have
been on a stand-alone basis for each year when such basis produced materially different results.
 (b) Investment Properties, page F-10

 27. Please clarify whether classifi cation of investment property is difficult and subject to
significant judgment.   Reference is made to  paragraphs 7 – 13 of IAS 40.   To the
extent it is difficult please revise your policy to disclo se the criteria you use to
distinguish investment property from ow ner-occupied property and from property
held for sale in the ordinary course of bus iness.   Reference is made to paragraph
75(c) of IAS 40.
 (l) Business Combinations, page F-14

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 7
 28. Please expand your policy to specifically  address how you account for intangible
assets acquired as a part of your acquisitions.
 Note 5 – Investment Properties, page F-19

 29. Please tell us the portion of capitalized costs re lated to salaries and benefits.   To the
extent significant, please re vise to separately disclo se and discuss significant
fluctuations from year to year.
 30. Please expand the disclosure in the table to  separately disclose  additions resulting
from acquisitions and those resulting from subsequent expenditure.  Reference is
made to paragraph 76(a) of IAS 40.
31. Please disclose the contractual obligati ons to purchase, construct or develop
investment property or for repairs, maintena nce or enhances.   Reference is made to
paragraph 75(h) of IAS 40.
 32. We note you obtain valuations of select ed operating properties and development
properties prepared by qualified external valuation professional s and consider the
results of such valuations in arriving at  your own conclusions on value.   Please
clarify whether the external valuations rece ived 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 18 – Revenue and Property Net Operating Income, pages F-29 – F-30

33. Please revise to clarify what types of expenses are included in direct operating
expenses versus general a nd administrative expenses.

Schedule III, Supplemental Schedule of I nvestment Property Information, page F-42
 34. We note that your schedule varies from the form detailed in Rule 12-28 of Regulation
S-X in light of the fact that you account for your operating properties at fair value.
Please further tell us what consideration you gave to including a column to disclose
weighted average year of construction.
 Unaudited Pro-Forma Financial Statements

 Note 1 – Nature and Description of  the Limited Partnership, page PF-6

 35. Please specifically disclose your accounting treatment for each element of the spin-
off and reorganization and your basis for th e treatment.  Sepa rately address the

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 8
 issuance of the redeemable preferred shar es of one of the Holding Entities, the
issuance of the redeemable-exchangable uni ts of the property partnership, and the
issuance of the preferred shares by each of the Holding Entities.  Tell us