FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * BROOKFIELD ASSET MANAGEMENT INC.   2. Issuer Name and Ticker or Trading Symbol BROOKFIELD HOMES CORP [BHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BROOKFIELD PLACE, 181 BAY ST., SUITE 300 PO BOX 762 3. Date of Earliest Transaction (Month/Day/Year) 04/29/2009 (Street) TORONTO, ON M5J2T3 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

8% Convertible Preferred Stock, Series A

(1) (2)

04/29/2009

P(4)

9,922,495 (4)

(3)

(3)

Common Stock

(1) (2)

$ 25 (4)

9,922,495 (4)

I

See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, 181 BAY ST. SUITE 300 PO BOX 762 TORONTO, ON M5J2T3		X

Signatures

Catherine Johnston, Corporate Secretary and Legal Counsel on behalf of Brookfield Asset Management Inc.		05/01/2009
**Signature of Reporting Person		Date
Loretta M. Corso, Secretary on behalf of Partners Limited		05/01/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The 8% Convertible Preferred Stock, Series A (the "Preferred Stock") was acquired upon the exercise of subscription rights granted by Brookfield Homes Corporation (the "Corporation") to its stockholders. Each whole right was exercisable for one share of Preferred Stock at a purchase price of $25.00 per share of Preferred Stock. Each share of Preferred Stock is entitled to be converted by the holder thereof into the number of fully paid and non-assessable shares of common stock of the Corporation ("Common Stock") equal to the number obtained by dividing (i) $25.00 (subject to adjustment from time to time upon the occurrence of certain events) by (ii) the conversion price in effect at the time of conversion, which is initially $7.00 but is subject to adjustment upon the occurrence of certain events. (Continued in Footnote 2)
(2)	Each share of Preferred Stock is initially convertible into 3.571428571 shares of Common Stock. Holders of the Preferred Stock are entitled to receive dividends at a rate of 8.0% per year, payable, at the election of the Corporation, in (i) cash; (ii) shares of Common Stock; or (iii) a combination of cash and shares of Common Stock. Such dividends will be fully cumulative, will accumulate without interest from the date of original issuance of the Preferred Stock, and will be payable semi-annually in arrears. Where the Corporation elects to pay all or a portion of such dividends in shares of Common Stock, the number of shares of Common Stock issuable will be computed based on the average of the volume weighted closing price of the Common Stock (as determined in accordance with the terms of the Preferred Stock) over the five consecutive trading days immediately preceding the applicable dividend declaration date.
(3)	The Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.
(4)	The Preferred Stock is held in the name of Brookfield (US) Corporation, a wholly-owned subsidiary of Brookfield Asset Management Inc., ("Brookfield"). Brookfield beneficially owns the Preferred Stock. Brookfield's major shareholder is Partners Limited ("Partners"), which has the same address as Brookfield. Partners beneficially owns the Common Shares indirectly through Brookfield.

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