SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Brookfield Homes Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share	112723 10 1
(Title of class of securities)	(CUSIP number)

Alan V. Dean
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491

(Name, address and telephone number of person authorized
to receive notices and communications)

November 1, 2007

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “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.)

(Continued on following pages)
(Page 1 of 15 Pages)

CUSIP No. 112723 10 1  Page 2  of  14 

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	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO
		7	SOLE VOTING POWER
NUMBER OF			15,021,266
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,021,266
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,021,266
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	56.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 112723 10 1  Page 3  of  14 

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	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			15,021,266
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			15,021,266
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,021,266
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	56.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 112723 10 1  SCHEDULE 13D Page 4 of 14 pages 

Item 1. Security and Issuer.

     The title and class of equity security to which this statement on Schedule 13D relates is the shares of common stock, par value $0.01 per share (the “Common Shares”), of Brookfield Homes Corporation (“Brookfield Homes”), a Delaware corporation. The principal executive offices of Brookfield Homes are located at 8500 Executive Park Avenue, Suite 300, Fairfax, Virginia 22031.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by each of the following persons (the “Reporting Persons”):

(i)	Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario; and
(ii)	Partners Limited (“Partners”), a corporation formed under the laws of the Province of Ontario that owns all of Brookfield’s Class B Limited Voting Shares and approximately 10% of Brookfield’s Class A Limited Voting Shares directly or indirectly on a fully diluted basis.

     Schedules I and II hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of each of Brookfield and Partners, respectively.

(b)	The principal business address of Brookfield and Partners is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3.
(c)	The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors. The principal business of Partners is that of an investment holding company.
(d)-(e)	During the last five years, none of the Reporting Persons and, to the Reporting Persons’ knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f)	Set forth on Schedules I and II hereto are the citizenships of each of the directors and executive officers of each of Brookfield and Partners, respectively.

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 5 of 14 pages 

Item 3. Source and Amount of Funds or Other Consideration.

     Brookfield, either directly or through one or more wholly-owned subsidiaries, has purchased 281, 800 Common Shares of Brookfield Homes, representing 1.1% of the issued and outstanding Common Shares during the period from August 27, 2007 to November 1, 2007 for an average daily trading price of $17.05 before commissions, as set out in the following table. This Schedule 13D is required to be filed as a result of such transactions. All the funds required for such purchases were taken from cash-on-hand.

Date of	Amount of		Price per		Where and
Transaction	Securities		Share		How Effected
August 27, 2007		30,000	$	19.27	New York Stock Exchange (purchase)
August 28, 2007		55,000	$	18.88	New York Stock Exchange (purchase)
August 29, 2007		20,000	$	19.30	New York Stock Exchange (purchase)
August 30, 2007		24,100	$	19.09	New York Stock Exchange (purchase)
August 31, 2007		11,800	$	19.62	New York Stock Exchange (purchase)
September 4, 2007		3,600	$	19.75	New York Stock Exchange (purchase)
October 30, 2007		47,700	$	14.99	New York Stock Exchange (purchase)
October 31, 2007		50,000	$	15.12	New York Stock Exchange (purchase)
November 1, 2007		39,600	$	14.34	New York Stock Exchange (purchase)
Total purchases in period		281,800	$	17.05

     See also Item 4.

Item 4. Purpose of Transaction.

     Brookfield from time to time purchases the publicly traded shares of its subsidiaries when these are available on the market at an attractive price relative to their value. For this reason, Brookfield has been acquiring Common Shares of Brookfield Homes on a regular basis since August 6, 2007 and may continue to do so while current market conditions continue. Brookfield may also cease buying securities at any time. Any additional purchases of securities may be in the open market or privately negotiated transactions or otherwise. Brookfield reserves the right to take actions to influence the management of Brookfield Homes should it deem such actions appropriate.

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 6 of 14 pages 

     On August 31, 2007, Brookfield filed a Schedule 13D report regarding its acquisition of 598,573 Common Shares of Brookfield Homes, representing 2.2% of the issued and outstanding Common Shares, during the period from August 6, 2007 to August 24, 2007.

     Other than as described or contemplated above, none of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:

(a)	the acquisition by any person of additional securities of Brookfield Homes, or the disposition of securities of Brookfield Homes;
(b)	an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Brookfield Homes or any of its subsidiaries;
(c)	a sale or transfer of a material amount of assets of Brookfield Homes or any of its subsidiaries;
(d)	any change in the present board of directors or management of Brookfield Homes, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)	any material change in the present capitalization or dividend policy of Brookfield Homes
(f)	any other material change in Brookfield Homes’ business or corporate structure;
(g)	changes in Brookfield Homes’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Brookfield Homes by any person;
(h)	causing a class of securities of Brookfield Homes to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)	a class of equity securities of Brookfield Homes becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j)	any action similar to any of those enumerated above.

     Item 5. Interest in Securities of the Issuer.

     (a)-(b) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 15,021,266 Common Shares. Such Common Shares constitute approximately 56.4% of the issued and outstanding Common Shares based on the number of Common Shares outstanding as of November 1, 2007. Brookfield may be deemed to have the sole power to vote or direct the vote of the Common Shares beneficially owned by it with respect to those matters described above or to dispose of such Common Shares. Brookfield may hold the Common

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 7 of 14 pages 

	Shares directly or in one or more wholly-owned subsidiaries. Partners may be deemed to have shared power (with Brookfield) to vote or direct the vote of the Common Shares beneficially owned by it with respect to those matters described above or to dispose of such Common Shares.
(c)	No person is known to any of the Reporting Persons or, to the Reporting Persons’ knowledge, the Scheduled Persons, to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any such Common Shares.
(d)	Not applicable.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Partners is the major shareholder of Brookfield.

     The information set forth in Item 4 hereto is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 1  Joint Filing Agreement, dated as of November 8, 2007, between Brookfield Asset Management Inc. and Partners Limited.

SIGNATURE

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2007

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

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

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 8 of 14 pages 

SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.

Jack L. Cockwell
	Citizenship:	Canada
	Business Address:	51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
	Present Principal Occupation or Employment:	Group Chairman
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address
Marcel R. Coutu
	Citizenship:	Canada
	Business Address:	2500 First Canadian Centre, 350 — 7th Ave. S.W., Calgary, Alberta T2P 3N9
	Present Principal Occupation or Employment:	President & Chief Executive Officer
	Employer:	Canadian Oil Sands Limited
	Employer’s Business:	An oil company
	Employer’s Address:	Same as Business Address
William A. Dimma
	Citizenship:	Canadian
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Chairman and director
	Employer:	Home Capital Group Inc.
	Employer’s Business:	Real estate
	Employer’s Address:	Same as Business Address
Sen. J. Trevor Eyton
	Citizenship:	Canada
	Business Address:	44 Victoria Street, Suite #300, Toronto, Ontario M5C 1Y2
	Present Principal Occupation or Employment:	Member of the Senate of Canada
	Employer:	The Senate of Canada
	Employer’s Business:	Government
	Employer’s Address:	Room 561-S, Centre Block, Parliament Buildings, 11 Wellington Street, Ottawa, Ontario K1A 0A4

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 9 of 14 pages 

J. Bruce Flatt
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Chief Executive Officer
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address
James K. Gray
	Citizenship:	Canada
	Business Address:	335 Eighth Ave. S.W., Royal Bank Building, Suite 1700, Calgary, Alberta T2P 1C9
	Present Principal Occupation or Employment:	Corporate Director
	Employer:	N/A
	Employer’s Business:	N/A
	Employer’s Address:	N/A
Robert J. Harding
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Chairman
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address
David W. Kerr
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Corporate Director
	Employer:	N/A
	Employer’s Business:	N/A
	Employer’s Address:	N/A

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 10 of 14 pages 

Lance Liebman
	Citizenship:	United States of America
	Business Address:	435 West 116th Street, New York, New York 10027-7297
	Present Principal Occupation or Employment:	Professor of law
	Employer:	Columbia Law School
	Employer’s Business:	Education
	Employer’s Address:	Same as Business Address
Philip B. Lind
	Citizenship:	Canada
	Business Address:	333 Bloor Street E., 10th Floor, Toronto, Ontario M4W 1G9
	Present Principal Occupation or Employment:	Vice-Chairman
	Employer:	Rogers Communications Inc.
	Employer’s Business:	Diversified communications company
	Employer’s Address:	Same as Business Address
Roy MacLaren
	Citizenship:	Canada
	Business Address:	425 Russell Hill Road, Toronto, Ontario M5P 2S4
	Present Principal Occupation or Employment:	Corporate Director
	Employer:	N/A
	Employer’s Business:	N/A
	Employer’s Address:	N/A
G. Wallace F. McCain
	Citizenship:	Canada
	Business Address:	30 St. Clair Ave. W., #1500, Toronto, Ontario M4V 3A2
	Present Principal Occupation or Employment:	Chairman
	Employer:	Maple Leaf Foods Inc.
	Employer’s Business:	Processed Food Manufacturer
	Employer’s Address:	Same as Business Address
Jack M. Mintz
	Citizenship:	Canada
	Business Address:	105 St. George St., #529, Toronto, Ontario M5E 3E6
	Present Principal Occupation or Employment:	Professor
	Employer:	Joseph L. Rotman School of Management
	Employer’s Business:	Business Economics
	Employer’s Address:	Same as Business Address

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 11 of 14 pages 

George S. Taylor
	Citizenship:	Canada
	Business Address:	R.R. #3, 4675 Line 3, Saint Marys, Ontario N4X 1C6
	Present Principal Occupation or Employment:	Corporate Director
	Employer:	N/A
	Employer’s Business:	N/A
	Employer’s Address:	N/A
Brian D. Lawson
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Chief Financial Officer
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address
Jeffrey M. Blidner
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Managing Partner
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address
Frank J. McKenna
	Citizenship:	Canada
	Business Address:	P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower, Toronto, Ontario M5K 1A2
	Present Principal Occupation or Employment:	Deputy Chair
	Employer:	TD Bank Financial Group
	Employer’s Business:	Financial services company
	Employer’s Address:	Same as Business Address

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 12 of 14 pages 

George E. Myhal
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Managing Partner
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address
James A. Pattison
	Citizenship:	Canada
	Business Address: Present Principal	1800 — 1067 West Cordova St., Vancouver, B.C. V6C 1C7
	Occupation or Employment:	Chairman
	Employer:	The Jim Pattison Group
	Employer’s Business:	A diversified consumer products company
	Employer’s Address:	Same as Business Address
Samuel J.B. Pollock
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Managing Partner
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address

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CUSIP No. 112723 10 1  SCHEDULE 13D Page 13 of 14 pages 

SCHEDULE II
PARTNERS LIMITED

Gordon E. Arnell
	Citizenship:	Canada
	Business Address:	Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
	Present Principal Occupation or Employment:	Chairman
	Employer:	Brookfield Properties Corporation
	Employer’s Business:	A real estate company
	Employer’s Address:	Same as Business Address
Jack L. Cockwell — see Schedule I
Robert J. Harding — see Schedule I
David W. Kerr — see Schedule I
Edward C. Kress
	Citizenship:	Canada
	Business Address:	51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
	Present Principal Occupation or Employment:	Group Chairman
	Employer:	Brookfield Power Corp.
	Employer’s Business:	A power generation company
	Employer’s Address:	Same as Business Address
Timothy E. Price
	Citizenship:	Canada
	Business Address:	51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
	Present Principal Occupation or Employment:	Group Chairman, Funds Management
	Employer:	Brookfield Asset Management Inc.
	Employer’s Business:	A global asset management company
	Employer’s Address:	Same as Business Address

13

EX-1

EXHIBIT I

JOINT FILING AGREEMENT

     We, the signatories of the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

Dated: November 8, 2007

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

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

14