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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 40-F
(Check one)

[ ]       Registration statement pursuant to Section 12 of the Securities
          Exchange Act of 1934
                                       or
[x]       Annual report pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934
                  For the fiscal year ended December 31, 2002
                  Commission file number 1-14916
                                         -------

                        BROOKFIELD PROPERTIES CORPORATION
             (Exact name of Registrant as Specified in its Charter)

                                     CANADA
        (Province or Other Jurisdiction of Incorporation or Organization)

                                      6512
            (Primary Standard Industrial Classification Code Number)

                                 NOT APPLICABLE
                      (IRS Employer Identification Number)

     BCE PLACE, 181 BAY STREET, SUITE 330, TORONTO, ONTARIO, CANADA M5J 2T3
                                 (416) 359-8600
   (Address and Telephone Number of Registrant's Principal Executive Offices)

                                    C/O TORYS
                 237 PARK AVENUE, NEW YORK, NEW YORK 10017-3142
                                 (212) 880-6000
 (Name, Address and Telephone Number of Agent for Service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                    -----------------------------------------
Common Shares                          New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the
Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

     [X] Annual Information Form     [X] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

   Common Shares                                             160,364,416
   Preferred Shares, Class A, AA and AAA, Series C, D & F     20,312,000

Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the registrant in connection with such rule.

Yes         No   X
    -----      -----

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports); and (2) has been subject to such filing requirements for
the past 90 days.

Yes   X     No
    -----      -----
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                             CONTROLS AND PROCEDURES

(a)       EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. As of a date within
          the 90-day period prior to the filing of this report, an evaluation of
          the effectiveness of the Company's "disclosure controls and
          procedures" (as such term is defined in Rules 13a-14(c) and 15d-14(c)
          of the United States Securities Exchange Act of 1934 (the "Exchange
          Act")) was carried out by the Chief Executive Officer ("CEO") and
          Chief Financial Officer ("CFO") of the Company. Based on that
          evaluation, the CEO and CFO have concluded that as of such date the
          Company's disclosure controls and procedures are effective to ensure
          that information required to be disclosed by the Company in reports
          that it files or submits under the Exchange Act is recorded,
          processed, summarized and reported within the time periods specified
          in United States Securities and Exchange Commission rules and forms.

(b)       CHANGES IN INTERNAL CONTROLS. Subsequent to the completion of their
          evaluation, there have been no significant changes in the Company's
          internal controls or in other factors that could significantly affect
          the internal controls, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

(a)       UNDERTAKING. The Company undertakes to make available, in person or by
          telephone, representatives to respond to inquiries made by the
          Securities and Exchange Commission (the "Commission") staff, and to
          furnish promptly, when requested to do so by the Commission staff,
          information relating to: the securities registered pursuant to Form
          40-F; the securities in relation to which the obligation to file an
          annual report on Form 40-F arises; or transactions in said securities.

(b)       CONSENT TO SERVICE OF PROCESS. The Company has previously filed a Form
          F-X in connection with the class of securities in relation to which
          the obligation to file this report arises.

          Any change to the name or address of the agent for service of process
          of the registrant shall be communicated promptly to the Securities and
          Exchange Commission by an amendment to the Form F-X referencing the
          file number of the relevant registration statement.


                                   SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.

                                        BROOKFIELD PROPERTIES CORPORATION


                                        By: /s/ Steven J. Douglas
                                            ------------------------------------
                                            Name:  Steven J. Douglas
                                            Title: EVP & Chief Financial Officer

Date:  May 20, 2003

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                                 CERTIFICATIONS

I, Richard B. Clark, certify that:

1. I have reviewed this annual report on Form 40-F of Brookfield Properties
Corporation.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

                                           /s/ Richard B. Clark
                                           ------------------------------------
                                           Richard B. Clark
                                           President and Chief Executive Officer




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                                 CERTIFICATIONS

I, Steven J. Douglas, certify that:

1. I have reviewed this annual report on Form 40-F of Brookfield Properties
Corporation.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

                                            /s/ Steven J. Douglas
                                            ------------------------------------
                                            Steven J. Douglas
                                            Executive Vice President and
                                            Chief Financial Officer




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                                  EXHIBIT INDEX


Exhibit     Description
-------     -----------

99.1        ANNUAL INFORMATION FORM
                Annual Information Form of Brookfield Properties Corporation
                (the "Company") for the fiscal year ended December 31, 2002.

99.2        MANAGEMENT'S DISCUSSION AND ANALYSIS
                Management's Discussion and Analysis of Financial Condition and
                Results of Operations for the fiscal year ended December 31,
                2002.

99.3        CONSOLIDATED FINANCIAL STATEMENTS (including US GAAP reconciliation)
                 Consolidated Financial Statements for the fiscal year ended
                 December 31, 2002 (Note 17 to the Consolidated Financial
                 Statements relates to United States Accounting Principles
                 and Report (U.S. GAAP)).

99.4        a)  Consent of Deloitte & Touche LLP
            b)  Comments by Auditors on Canada-United States of America -
                Reporting Difference

99.5        Certification of Chief Executive Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

99.6        Certification of Chief Financial Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002




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