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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Brookfield Properties Corporation

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

112900 10 5

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		112900 10 5		Page		2		of		6


1	NAMES OF REPORTING PERSONS Brookfield Asset Management Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ontario, Canada

		5	SOLE VOTING POWER

NUMBER OF			194,485,529

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			194,485,529

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	194,485,529

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	49.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		112900 10 5		Page		3		of		6


1	NAMES OF REPORTING PERSONS Partners Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ontario, Canada

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			194,485,529

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER

			194,485,529

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	194,485,529

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	49.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		112900 10 5	13G	Page		4		of		6


Item 1(a).		Name of Issuer

		Brookfield Properties Corporation

Item 1(b).		Address of Issuer’s Principal Executive Offices

		Three World Financial Center
		200 Vesey Street, 11^th floor
		New York, New York
		10281

Item 2(a).		Name of Persons Filing

		Brookfield Asset Management Inc. (“Brookfield Asset Management”)

		Partners Limited (“Partners”)

Item 2(b).		Address of Principal Business Office or, if none, Residence

		181 Bay Street, Suite 300, P.O. Box 762
		Brookfield Place
		Toronto, Ontario
		M5J 2T3

Item 2(c).		Citizenship

		See item 4 of cover pages

Item 2(d).		Title of Class of Securities

		Common Shares, no par value

Item 2(e).		CUSIP Number

		Common Shares: 112900 10 5

Item 3.		Not applicable


Item 4.	Ownership

	(a)	Amount Beneficially Owned:

		See item 9 of cover pages. Brookfield Asset Management beneficially owns the Common Shares directly, partly through wholly owned subsidiaries. Brookfield Asset Management’s principal shareholder is Partners, which beneficially owns the Common Shares indirectly through Brookfield Asset Management.


CUSIP No.		112900 10 5	13G	Page		5		of		6


(b)	Percent of Class:

	See item 11 of cover pages

(c)	Number of shares as to which such person has:

	(i)	sole power to vote or to direct the vote:

		See item 5 of cover pages

	(ii)	shared power to vote or to direct the vote:

		See item 6 of cover pages

	(iii)	sole power to dispose or to direct the disposition of:

		See item 7 of cover pages

	(iv)	shared power to dispose or to direct the disposition of:

		See item 8 of cover pages


Item 5.		Ownership of Five Percent or Less of a Class

		Not applicable

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

		Not applicable

Item 8.		Identification and Classification of Members of the Group

		Not applicable

Item 9.		Notice of Dissolution of Group

		Not applicable


CUSIP No.		112900 10 5	13G	Page		6		of		6


Item 10.		Certifications

		Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct as of February 14, 2008.


BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ Alan V. Dean
	Name:	Alan V. Dean
	Title:	Senior Vice President, Corporate Affairs and Secretary

PARTNERS LIMITED
By:	/s/ Loretta M. Corso.
	Name:	Loretta M. Corso
	Title:	Corporate Secretary