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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 40-F/A
(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, 2001
                  Commission file number____________________________

                        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 4400
                                TORONTO, ONTARIO
                                 CANADA M5J 2T3
                                 (416) 359-8600
   (Address and Telephone Number of Registrant's Principal Executive Offices)

                         UNITED CORPORATE SERVICES, INC.
                           TEN BANK STREET, SUITE 560
                             WHITE PLAINS, NY 10606
                                 (914) 949-9188

 (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               [ ] Audited annual financial statement

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.

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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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                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. UNDERTAKING

     Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by 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 Registrant has filed with the Securities and Exchange Commission a
written irrevocable consent and power of attorney on Form F-X.



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                                   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:                (signed)
                                      ------------------------------------------
                                      Name:  Steven J. Douglas
                                      Title: Executive Vice President and
                                               Chief Financial Officer

Date:  May 21, 2002





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                                 EXHIBIT INDEX


EXHIBITS                 DESCRIPTION
--------                 -----------

 99.1                    Annual Information Form dated May 21, 2002