U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008
 Commission file number 1-15226
 BROOKFIELD PROPERTIES CORPORATION
  Canada
    
    6512
    
    Not applicable(Province or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employerincorporation or organization)
    
    Classification Code Number (if
    
    Identification Number (if Applicable))applicable))
 Brookfield Place, 181 Bay Street, Suite 330, Toronto, Ontario, Canada M5J 2T3
(416) 369-2300
 Corporation Service Company, 80 State Street, Albany NY 12207-2543
800-927-9800
  Title of each class
    
    Name of each exchange on which registeredCommon Shares
    
    New York Stock Exchange
    þ Annual Information Form
    
    þ Audited Annual Financial Statements
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Principal Documents
  (a)
    
    Annual Information Form for the fiscal year ended December 31, 2008;(b)
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 2008;(c)
    
    Consolidated Financial Statements for the fiscal year ended December 31, 2008; and(d)
    
    Reconciliation from Canadian generally accepted accounting principles to
accounting principles generally accepted in the United States.
 Additional Disclosure
 Certifications and Disclosure Regarding Controls and Procedures.
 (a)
    
    Certifications. See Exhibits 99.5 and 99.6 to this Annual Report on Form 40-F.(b)
    
    Disclosure Controls and Procedures. As of the end of the registrants fiscal
year ended December 31, 2008, an evaluation of the effectiveness of the
registrants disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)) was carried out by the registrants principal
executive officer and principal financial officer. Based upon that
evaluation, the registrants principal executive officer and principal
financial officer have concluded that as of the end of that fiscal year, the
registrants disclosure controls and procedures are effective to ensure that
information required to be disclosed by the registrant in reports that it
files or submits under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms and (ii) accumulated and communicated to
the registrants management, including its principal executive officer and
principal financial officer, to allow timely decisions regarding required
disclosure.It should be noted that while the registrants principal executive officer
and principal financial officer believe that the registrants disclosure
controls and procedures provide a reasonable level of assurance that they are
effective, they do not expect that the registrants disclosure controls and
procedures or internal control over financial reporting will prevent all
errors and fraud. A control system, no matter how well conceived or operated,
can provide only reasonable, not absolute, assurance that the objectives of
the control system are met.(c)
    
    Managements Annual Report on Internal Control over Financial Reporting. The
disclosure provided in Managements Report on Internal Control over Financial
Reporting included in the registrants audited consolidated financial
statements provided as Exhibit 99.3 to this Annual Report on Form 40-F is
incorporated by reference herein.(d)
    
    Attestation Report of the Registered Public Accounting Firm. The disclosure
provided in the Report of Independent Registered Chartered Accountants
included in the registrants audited consolidated financial statements
provided as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated
by reference herein.(e)
    
    Changes in Internal Control Over Financial Reporting. During the fiscal year
ended December 31, 2008, there were no changes in the registrants internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the registrants internal control
over financial reporting.
 Notices Pursuant to Regulation BTR.
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Audit Committee Financial Expert.
  Code of Ethics
  www.brookfieldproperties.com
  Principal Accountant Fees and Services.
   Service Performed
    
    2008(1)
    
    
    2007(2)Audit fees (3)
    
    $
    2,175,000
    
    
    $
    2,540,000Audit related fees(4)
    
    
    4,925,000
    
    
    
    6,255,000Tax fees
    
    
    450,000
    
    
    
    625,000Total fees
    
    $
    7,550,000
    
    
    $
    9,420,000
 Notes:
 (1)
    
    All amounts are billed in Canadian dollars and have been converted to U.S. dollars at the
exchange rate on December 31, 2008 of US$1.22 for each C$1.00.(2)
    
    All amounts are billed in Canadian dollars and have been converted to U.S. dollars at the
exchange rate on December 31, 2007 of US$1.00 for each C$1.00.(3)
    
    Included in this amount is $185,000 and $50,000 (2007  $140,000 and $60,000) relating to the
audits of BPO Properties Ltd. (which is listed on the TSX) and First Place Tower Brookfield
Properties Inc., respectively.(4)
    
    Included in this amount is $3,090,000 (2007  $3,730,000) related to the audit of various of
the registrants subsidiaries and $1,440,000 of non-recurring fees (2007  $2,135,000).
 Audit fees
 Audit-related fees
 Tax fees
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Pre-Approval Policies and Procedures.
  1.
    
    Deloitte & Touche may not be engaged to perform for the registrant, and is prohibited
from performing for the registrant, any service enumerated in Section 201(a) of the
Sarbanes-Oxley Act of 2002, except as may otherwise be provided by law or regulation.2.
    
    Deloitte & Touche may perform no services for the registrant, whether associated with
audit or non-audit functions, unless the services to be provided have been approved prior
to their performance by the registrants Audit Committee, except as may otherwise be
provided by law or regulation.3.
    
    The registrants Audit Committee has approved a list of services that is sufficiently
detailed as to the particular services to be provided to ensure that (i) the Audit
Committee knows precisely what services it is being asked to pre-approve; and (ii) it is
not necessary for any member of management to make a judgment as to whether a proposed
service fits within the pre-approved services.4.
    
    The authority to grant any pre-approval sought from the registrants Audit Committee
has been delegated to the Audit Committee Chairperson, acting alone in respect of services
for which estimated fees do not exceed $250,000; provided, however, that no such
pre-approval may be granted with respect to any service proposed to be performed for the
registrant by Deloitte & Touche that either is prohibited pursuant to Section 201(a) of the
Sarbanes-Oxley Act of 2002 or otherwise appears reasonably likely to compromise Deloitte &
Touches independence; and provided further, that any pre-approval granted pursuant to this
delegation of authority will be reviewed with the Audit Committee at its next regularly
scheduled meeting.
 Off-Balance Sheet Arrangements.
  Identification of the Audit Committee.
  Disclosure Pursuant to the Requirements of the New York Stock Exchange
 Independence Requirements
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
    
    Seven independent directors: William T. Cahill, Roderick D. Fraser, Paul D. McFarlane,
Allan S. Olson, Linda D. Rabbitt, Robert L. Stelzl and Diana L. Taylor. In determining that
all of these directors are independent, the board of directors considered all relevant facts
and circumstances, including that in the normal course of business, the registrant provides
real estate and/or services to, and receives rental income and/or services from, companies
that some of the registrants directors are affiliated with.
    
    Two BAM directors: Jack L. Cockwell and J. Bruce Flatt. While the board of directors
considers that these directors interests are fully aligned with the interests of minority
shareholders, and that they act independently of management, the applicable rules suggest that
they be considered not independent.
    
    Three management representatives: Gordon E. Arnell, Chairman, John E. Zuccotti,
Co-Chairman and Richard B. Clark, Chief Executive Officer are not independent because they are
members of senior management of the registrant.
 Lead Independent Director at Meetings of Independent Directors
  Communication with Non-Management Directors
  Corporate Governance Guidelines
 www.brookfieldproperties.com melissa.coley@brookfieldproperties.com.
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Board Committee Mandates
 www.brookfieldproperties.com
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking.
  B. Consent to Service of Process.
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SIGNATURES
  BROOKFIELD PROPERTIES CORPORATIONBy:
    /s/ Bryan K. DavisName:
    Bryan K. DavisTitle:
    Senior Vice President and
Chief Financial Officer 7




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EXHIBIT INDEX
 Exhibit
    
    Description99.1
    
    Annual Information Form for the fiscal year ended December 31, 200899.2
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 200899.3
    
    Consolidated Financial Statements for the fiscal year ended December 31, 200899.4
    
    Reconciliation from Canadian generally accepted accounting principles to
accounting principles generally accepted in the United States99.5
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14
of the Securities Exchange Act of 193499.6
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14
of the Securities Exchange Act of 193499.7
    
    Section 1350 Certification of Chief Executive Officer99.8
    
    Section 1350 Certification of Chief Financial Officer99.9
    
    Consent of Deloitte & Touche LLP99.10
    
    Report of Independent Registered Chartered Accountants on Reconciliation from
Canadian generally accepted accounting principles to accounting principles
generally accepted in the United States