UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Brookfield Homes Corporation

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(Name of Issuer)

Common Shares, par value $0.01 per share

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(Title of Class of Securities)

112723 10 1

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(Cusip Number)

September 30, 2003

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(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)

        x 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).

 

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13G
CUSIP No. 112723 10 1					Page 2 of 6
	1.	Names of Reporting Persons: Brascan Corporation			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (see instructions):
		(a)	o
		(b)	x — Joint filing
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 15,560,063
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 15,560,063
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 15,560,063
	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable    o
	11.	Percent of Class Represented by Amount in Row (9): 50.4%
	12.	Type of Reporting Person (see instructions): CO, HC

 

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13G
CUSIP No. 112723 10 1					Page 3 of 6
	1.	Names of Reporting Persons: EdperPartners Limited			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (see instructions):
		(a)	o
		(b)	x — Joint filing
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0
			6.	Shared Voting Power: 15,560,063
			7.	Sole Dispositive Power: 0
			8.	Shared Dispositive Power: 15,560,0630
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 15,560,063
	10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable    o
	11.	Percent of Class Represented by Amount in Row (9): 50.4%
	12.	Type of Reporting Person (see instructions): CO, HC

 

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13G
CUSIP No. 112723 10 1					Page 4 of 6

(a)

Amount Beneficially Owned: See item 9 of cover pages. Brascan beneficially owns the Common Shares directly. Brascan’s major shareholder is Edper. Edper beneficially owns the Common Shares indirectly through Brascan.

(b)

Percent of Class: See item 11 of cover pages

 

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13G
CUSIP No. 112723 10 1					Page 5 of 6

(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

 

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13G
CUSIP No. 112723 10 1					Page 6 of 6

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of February 23, 2004.