United States securities and exchange commission logo





                             September 14, 2023

       Swati Mandava
       Managing Director, Legal and Regulatory
       Brookfield Corporation
       Brookfield Place
       181 Bay Street, Suite 100
       Toronto, Ontario, Canada M5J 2T3

                                                        Re: Brookfield
Corporation
                                                            Registration
Statement on Form F-3
                                                            Filed August 18,
2023
                                                            File No. 333-274061

       Dear Swati Mandava:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3 filed August 18, 2023

       General

   1.                                                   We note that your
registration statement registers 40 million Class A limited voting shares
                                                        that may be issued to
satisfy any exchange, redemption or acquisition of class A-1
                                                        exchangeable non-voting
shares that are not yet outstanding and will be newly-issued
                                                        pursuant to your and
Brookfield Reinsurance Ltd.'s exchange offer on Form F-4. Please
                                                        provide us with your
analysis of your eligibility to use Form F-3.
   2.                                                   Please provide
disclosure in your prospectus regarding what it means for Brookfield
                                                        Corporation and
Brookfield Reinsurance Ltd. to be "paired entities." Please clarify here
                                                        and throughout, if
true, that "paired entity" is not a legal definition, or provide
 Swati Mandava
FirstName
Brookfield LastNameSwati   Mandava
           Corporation
Comapany 14,
September  NameBrookfield
               2023        Corporation
September
Page 2     14, 2023 Page 2
FirstName LastName
         an appropriate discussion of the legal and other requirements,
including any relevant
         listing requirements for your "paired entity" structure.
Alternatively, please clarify that
         "paired entity" is your own designation and that Brookfield
Corporation and Brookfield
         Reinsurance Ltd. are separate corporate entities where shareholders
retain the right to
         exchange shares of one entity into a equivalent class of the other.
Indicate that there are
         material differences between the rights of holders of your
exchangeable shares and
         holders of the Brookfield Class A Shares under the governing documents
of your
         company and Brookfield Reinsurance Ltd., respectively, and the
applicable laws.
3.       Please provide prominent disclosure in your registration statement
regarding the
         concurrent offerings that relate to this tranaction and how this
offering fits into the overall
         transaction. See the Form F-4 filed by Brookfield Reinsurance Ltd. and
your Schedule
         TO filings.
4.       Please provide an organizational chart showing the relationship
between the various
         Brookfield corporate entities such as Brookfield Corporation,
Brookfield Reinsurance Ltd.
         and Brookfield Asset Management Ltd.
5.       Please remove the disclosure at the bottom of page 51 to page 52. The
company is
         responsible for the accuracy of the document throughout.
Cover Page

6.       We note the disclosure on the cover page that "Each exchangeable share
is exchangeable
         at the option of the holder thereof for one Brookfield Class A Share
(subject to adjustment
         to reflect certain capital events) or its cash equivalent." Please
clarify here and throughout
         how this is "at the option of the holder" in light of the fact that
Brookfield Corporation can
         determine the form of payment.
Exhibits

7.       The legal opinion filed as Exhibit 23.1 appears to solely cover the 40
million class A
         limited voting shares. Please provide a legal opinion also covering
the 9,285,952
         Brookfield Class A Shares from your prior registration statement on
Form F-3 and the
         1,165,000 Brookfield Class A Shares issued in your March 2023 private
placement.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Swati Mandava
Brookfield Corporation
September 14, 2023
Page 3

       You may contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 if you
have any questions.



                                                        Sincerely,
FirstName LastNameSwati Mandava
                                                        Division of Corporation
Finance
Comapany NameBrookfield Corporation
                                                        Office of Real Estate &
Construction
September 14, 2023 Page 3
cc:       Mile T. Kurta
FirstName LastName