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)

(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

CUSIP No.		112723 10 1		Page		3		of		14

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.

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.

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

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

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

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

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

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

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

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