6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of November 2008

Commission File Number: 033-97038

BROOKFIELD ASSET MANAGEMENT INC.

(Translation of registrant's name into English)

Brookfield Place

Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario, Canada M5J 2T3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F _____      Form 40-F __X___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby

furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _____      No __X__

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

INCORPORATION BY REFERENCE

The Form 6-K of Brookfield Asset Management Inc. dated November 7, 2008 and the exhibit thereto are hereby incorporated by reference as exhibits to Brookfield Asset Management Inc.’s registration statement on Form F-9 (File No. 333-112049).

EXHIBIT LIST

Exhibit	Description
99.1	BROOKFIELD ASSET MANAGEMENT ANNOUNCES STRONG 2008 THIRD QUARTER RESULTS
99.2	LETTER TO SHAREHOLDERS

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROOKFIELD ASSET MANAGEMENT INC.
Date: November 7, 2008	By:	/s/ B. D. Lawson
		Name: B. D. Lawson Title: Managing Partner & CFO

EX-99.1

Exhibit 99.1

Investors, analysts and other interested parties can access Brookfield Asset Management’s 2008 Q3 Results as well as the Shareholders’ Letter and Supplemental Information on Brookfield’s web site under the Investor Centre/Financial Reports section at www.brookfield.com.

The 2008 Q3 Results conference call can be accessed via webcast on November 7, 2008 at 11 a.m. Eastern Time at www.brookfield.com or via teleconference at 1-800-319-4610 toll free in North America. For overseas calls please dial 1-604-638-5340, at approximately 10:50 a.m. Eastern Time. The teleconference taped rebroadcast can be accessed at 1-800-319-6413 or 604-638-9010 (Password 2811).

BROOKFIELD ASSET MANAGEMENT ANNOUNCES STRONG

2008 THIRD QUARTER RESULTS

TORONTO, November 7, 2008 – Brookfield Asset Management Inc. (TSX/NYSE: BAM; EURONEXT: BAMA) today announced its results for the third quarter ended September 30, 2008.

Cash Flow From Operations

Cash flow from operations for the third quarter totalled $355 million ($0.58 per share). Operating cash flow in the same quarter in 2007 was $255 million ($0.40 per share) on a comparable basis, which excludes a security disposition gain of $66 million, or $321million ($0.52 per share) including the gain. On a comparable basis, operating cash flow per share increased by 45% quarter-over-quarter due to improved water levels and pricing in the company’s renewable power business and an increased contribution from our commercial office business.

	Three months ended September 30						Nine months ended September 30
US$ millions (except per share amounts)	2008			2007			2008			2007
Cash flow from operations
Comparable basis (excluding security disposition gain)		$	355		$	255		$	1,176		$	1,001
– per share			0.58			0.40			1.92			1.61
Total basis (including security disposition gain)		$	355		$	321		$	1,176		$	1,332
– per share			0.58			0.52			1.92			2.17

“In the last few months we increased our overall cash holdings and liquidity to more than $3.5 billion, most of that at the Brookfield corporate level. This is one of the highest levels of liquidity we have ever held, but given uncertainty in the markets we want to be prepared for the unknowns, and opportunities which may present themselves in this environment. In addition, our operating performance in the quarter reflected the durability of our cash flows, most of which are supported by long-term contractual arrangements with credit-worthy counterparties, the high quality of our asset base and operating platforms, and the stability of our long duration investment grade capitalization,” commented Bruce Flatt,

 

Senior Managing Partner of Brookfield Asset Management.  “While we are exercising caution during these turbulent times, and preserving a high level of liquidity, we are exploring a number of potential opportunities to expand our operating platforms and create additional shareholder value.”

In the past months, the company completed the following capital raising initiatives:

· Formed an investment fund in October 2008, managed by Brookfield, into which a portion of the company’s U.S. Pacific Northwest freehold timberlands were sold.  Brookfield retains an approximate 40% direct and indirect interest in the timberlands. Total proceeds were $1.2 billion, generating net cash proceeds to Brookfield of approximately $600 million, and will result in a modest gain that will be recorded in the fourth quarter.

· Closed the sale of the company’s Lloyds Insurance business and committed to sell the U.S. property and casualty business, which will generate gross proceeds of approximately $310 million and net proceeds of approximately $150 million prior to year end.

· Sold a group of transmission lines in Brazil for $275 million net cash proceeds, which is to close in early 2009.

· Closed the sale of a 50% interest in the Canada Trust Tower office property in Toronto for C$425 million, generating net proceeds after debt repayment of approximately $200 million.

· Completed $1 billion of financings, including issuing $150 million of corporate debt with a 4.5 year term and a 6.5% blended coupon, and $850 million of property-specific financings.

Net Income

Net income was $171 million in the third quarter of 2008 compared with $93 million on the same basis last year. Increases in operating cash flows were offset by a higher level of non-cash charges, including depreciation on assets purchased since the second quarter of 2007. In the company’s view, these assets should generate increasing cash flows over an extended period of time due to their high quality, long life and value appreciation potential. The company believes that the depreciation and amortization being recorded is far greater than the expenditures required to maintain the assets.

	Three months ended September 30				Nine months ended September 30
US$ millions (except per share amounts)	2008		2007		2008		2007
Net income
– total	$	171	$	93	$	478	$	441
– per share	$	0.27	$	0.13	$	0.75	$	0.68

This news release and accompanying financial statements make reference to cash flow from operations on a total and per share basis. Cash flow from operations is defined as net income excluding depreciation and amortization, interests of non-controlling shareholders, future income taxes and other items as described as such in the consolidated statements of income, and including dividends and disposition gains that are not otherwise included in net income. Brookfield uses cash flow from operations to assess its operating results and the value of its business and believes that many of its shareholders and analysts also find this measure of value to them. The company provides the components of cash flow from operations and a full reconciliation between cash flow from operations and net income with the supplemental information accompanying this news release. Cash flow from operations is a non-GAAP measure which does not have any standard meaning prescribed by GAAP and therefore may not be comparable to similar measures presented by other companies.

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Dividend Declaration

The Board of Directors declared a dividend of US$0.13per Class A Common Share, payable on February 28, 2009, to shareholders of record as at the close of business on February 1, 2009. The Board also declared all of the regular monthly and quarterly dividends on its preferred shares.

Information on Brookfield Asset Management’s declared share dividends can be found on the company’s web site under Investor Centre/Stock and Dividend Information.

Additional Information

The Letter to Shareholders and the company’s Supplemental Information for the nine months ended September 30, 2008 contain further information on the company’s strategy, operations and financial results. Shareholders are encouraged to read these documents, which are available on the company’s web site.

* * * * *

Brookfield Asset Management Inc., focused on property, power and infrastructure assets, has approximately $90 billion of assets under management and is co-listed on the New York and Toronto Stock Exchanges under the symbol BAM and on NYSE Euronext under the symbol BAMA. For more information, please visit our web site at www.brookfield.com.

Please note that Brookfield’s audited annual and unaudited quarterly reports have been filed on Edgar and Sedar and can also be

found in the investor section of our web site at www.brookfield.com. Hard copies of the annual and quarterly reports can be obtained

free of charge upon request.

For more information, please visit our web site at www.brookfield.com or contact:

Contact:

Denis Couture

SVP, Investor Relations and Corporate and International Affairs

Brookfield Asset Management

Tel.: (416) 956-5189

Fax.: (416) 363-2856

dcouture@brookfield.com

Note: This news release contains forward-looking information withinthe meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations.  The words, “sustainable,” “should,” “may,” “prepared,” “uncertainty,” “exploring,” “expand,” “create,” “increasing,” “extended,” “potential,” “preserving,” “generate,” “appreciation,” “believe,” derivations thereof, and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.  Forward-looking statements in this news release include statements in regards to durability of the company’s cash flows, future gains and proceeds potential opportunities the company’s ability to increase cash flows over an extended period of time, the company’s long-term contractual arrangements, the stability of its long duration investment grade capitalization and the expenditures required to maintain assets purchased since the second quarter of 2007.  Although Brookfield Asset Management believes that its anticipated future results, performance or achievements expressed or implied of such assets by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions in the countries in which we do business; the behaviour of financial markets, including fluctuations in interest and exchange rates; market demand for an infrastructure company, which is unknown; ability to compete for new acquisitions in the competitive infrastructure

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space; availability of equity and debt financing; strategic actions including dispositions; the ability to effectively integrate acquisitions into existing operations and the ability to attain expected benefits; the company’s continued ability to attract institutional partners to its Specialty Investment Funds; adverse hydrology conditions; regulatory and political factors within the countries in which the company operates; acts of God, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts; and other risks and factors detailed from time to time in the company’s form 40-F filed with the Securities and Exchange Commission as well as other documents filed by the company with the securities regulators in Canada and the United States including the company’s most recent Annual Information Form under the heading “Business Environment and Risks.”

We caution that the foregoing factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Brookfield Asset Management, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, as a result of new information, future events or otherwise.

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CONSOLIDATED STATEMENTS OF CASH FLOW FROM OPERATIONS

(Unaudited)	Three months ended September 30		Nine months ended September 30
US$ millions (except per share amounts)	2008	2007	2008	2007
Fees earned	$    109	$     96	$    336	$    323
Revenues less direct operating costs
Commercial properties(1)	595	350	1,474	1,134
Power generation	213	105	728	463
Infrastructure(2)	36	54	128	257
Development and other properties	62	40	245	303
Specialty funds	32	16	255	137
Investment and other income	247	319	682	866
	1,294	980	3,848	3,483
Expenses
Interest	535	454	1,537	1,276
Other operating costs	167	108	480	323
Current income taxes	2	(6)	40	40
Non-controlling interests	235	103	615	512
Cash flow from operations	$    355	$    321	$ 1,176	$ 1,332
Cash flow from operations per common share
Diluted	$   0.58	$   0.52	$   1.92	$   2.17
Diluted – excluding security disposition gain	$   0.58	$   0.40	$   1.92	$   1.61

(1) Commercial properties includes $31 million (2007 — $nil) of dividend income recognized in the first three months of 2008 from Canary Wharf Group which is included in “Investment and Other Income” in the company’s consolidated financial statements, which are prepared in accordance with Canadian GAAP

(2) Infrastructure includes the results of the company’s Chilean transmission operations, which are recorded on a consolidated basis for the first six months of 2007 and on an equity accounted basis in 2008

Notes

Cash flow from operations is reconciled to net income before other items on page 7 of this news release as follows:

(Unaudited)	Three months ended September 30		Nine months ended September 30
US$ millions	2008	2007	2008	2007
Net income excluding other items (see page 7)	$    350	$    250	$   1,159	$    986
Dividends from equity accounted investments(1)	5	5	17	15
Gain on sale of exchangeable debentures(1)	—	66	—	331
Cash flow from operations (per above)	$    355	$    321	$   1,176	$  1,332
(1)Included in “Investment and Other Income” in the Statements of Cash Flow from Operations

The consolidated statements of cash flow from operations above are prepared on a basis that is consistent with management’s discussion and analysis and differ from the company’s consolidated financial statements presented in its interim report, which are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”).  Management uses cash flow from operations as a key measure to evaluate performance and to determine the underlying value of its businesses. Readers are encouraged to consider both measures in assessing Brookfield Asset Management’s results. Cash flow from operations is equal to net income excluding “other items” as presented in the following consolidated statements of income and including dividends from investments and the gain on the sale of an exchangeable debenture investment. The exchangeable debenture gain would have been included in income prior to the implementation of a change in accounting requirements but, as a result of a transitional provision, has been recorded in shareholders’ equity.

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CONSOLIDATED BALANCE SHEETS

	(Unaudited) September 30	December 31
US$ millions	2008	2007
Assets
Cash and cash equivalents	$      1,670	$     1,561
Financial assets	1,038	1,529
Operating assets
Securities	1,327	1,646
Loans and notes receivable	2,285	909
Property, plant and equipment	38,186	37,972
Investments	949	1,352
Intangible assets	1,838	1,773
Goodwill	1,811	1,528
Accounts receivable and other	6,868	7,327
	$    55,972	$   55,597
Liabilities and Shareholders’ Equity
Liabilities
Corporate borrowings	$      2,348	$     2,048
Non-recourse borrowings
Property specific mortgages	24,167	21,644
Other debt of subsidiaries	5,216	7,463
Accounts payable and other liabilities	9,286	10,055
Intangible liabilities	963	1,047
Capital securities	1,618	1,570
Non-controlling interests of others in assets	5,683	4,256
Preferred equity	870	870
Common equity	5,821	6,644
	$    55,972	$   55,597

Note

Investment in Canary Wharf Group included in “Commercial Properties” with a carried value of $182 million

(2007 ─ $182 million) is included in “Securities” in the company’s consolidated financial statements, which are prepared in accordance with Canadian GAAP.

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CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)	Three months ended September 30		Nine months ended September 30
US$ millions (except per share amounts)	2008	2007	2008	2007
Total revenues	$ 3,216	$ 2,219	$ 9,862	$ 6,185
Fees earned	$    109	$      96	$    336	$    323
Revenues less direct operating costs
Commercial properties(1)	595	350	1,474	1,134
Power generation	213	105	728	463
Infrastructure(2)	36	54	128	257
Development and other properties	62	40	245	303
Specialty funds	32	16	255	137
Investment and other income	242	248	665	520
	1,289	909	3,831	3,137
Expenses
Interest	535	454	1,537	1,276
Other operating costs	167	108	480	323
Current income taxes	2	(6)	40	40
Non-controlling interests	235	103	615	512
	350	250	1,159	986
Other items
Depreciation and amortization	(333)	(250)	(975)	(740)
Equity accounted losses from investments	(6)	—	(34)	(68)
Provisions and other	104	(33)	(5)	(17)
Future income taxes	(105)	11	(84)	(123)
Non-controlling interests in the foregoing items	161	115	417	403
Net income	$     171	$      93	$    478	$    441
Net income per common share
Diluted	$    0.27	$   0.13	$   0.75	$   0.68
Basic	$    0.27	$   0.13	$   0.76	$   0.70

(1) Commercial properties includes $31 million (2007 — $nil) of dividend income recognized in the first three months of 2008 from Canary Wharf Group which is included in “Investment and Other Income” in the company’s consolidated financial statements, which are prepared in accordance with Canadian GAAP

(2) Infrastructure includes the results of the company’s Chilean transmission operations, which are recorded on a consolidated basis for the first six months of 2007 and on an equity accounted basis in 2008

The consolidated statements of income are prepared on a basis consistent with the company’s financial statements presented in its interim report, which are prepared in accordance with Canadian GAAP.

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EX-99.2

Exhibit 99.2

Letter to Shareholders

OVERVIEW

During the last three months, we have continued to execute our business plans resulting in strong third quarter cash flows of $355 million, and approximately $1.2 billion to date this year. Furthermore, we increased our overall free liquidity to more than $3.5 billion, substantially higher than it has been for more than two years. This was accomplished despite the difficult market environment over the past few months which, in our view, validates our strategy of owning high quality assets and conservatively financing them on a long-term basis. Over the year, we have received outstanding support from our global banking relationships and institutional clients, for which we are grateful. In the fullness of time, our ability to execute and the strength of our relationships should further our goal of being one of the leading global asset managers.

Given recent media coverage, all of you know the negative news story all too well. If you are looking for the long-term positive story, we refer you to Mr. Warren Buffett’s letter published October 16, 2008 in the New York Times. Rather than adding our views on the “world at large” to those published by many other more qualified people, this letter will focus on what we believe to be topical items with respect to Brookfield. We are fortunate that our businesses are, with only a few exceptions, performing well, our operating cash flows are robust, and our capitalization and liquidity situation is strong. It is in this regard that we provide a little background regarding our company.

First and foremost, we have ±$20 billion of permanent capital. In today’s environment where many companies are without access to financing, this is a tremendous advantage. This capital does not come due, it has no margin calls, and whether it trades for less in the market due to external factors has very little effect on it.

Second, excluding institutional client funds, we currently have over $3.5 billion of cash, financial equivalents and undrawn committed lines of credit to help ensure that we are able to withstand even extreme events should something occur, and if not, hopefully use this capital to pursue some great opportunities. For the past 18 months we have been able to generate more cash than we have invested or utilized in our operations to pay down liabilities that came due, or were pre-financed. As a result, our capital availability today is greater than it was two years ago when the credit turbulence started to unfold.

Third, we generate ±$1.5 billion of free cash flow annually. This can be used largely in whatever fashion we choose. In addition, we traditionally turn over 10% of our invested capital annually, leading to a further ±$2 billion to deploy. During the last four months, we generated close to $1.5 billion of net cash in addition to our regular cash flows, and while this was exceptional, it shows the flexibility within our operations to generate cash should we require it, or desire it.

Fourth, we have only $2.3 billion of debt at the parent company and, with few exceptions, do not guarantee our subsidiaries’ debts. Our parent company debt-to-market capitalization is therefore only ±14%. As you also know, most of the debt within our businesses is recourse only to specific properties. If you proportionately consolidate all of our interests in assets, the debt to capitalization is ±43%, well within investment grade. We would point out that sometimes these facts are not easily visible in our financial statements because of the requirement to consolidate debt within partially owned funds that is, in reality, attributable to our institutional partners. Please have a look at our supplemental disclosures should you wish to review this further.

Fifth, with respect to opportunities, we think there will be many, and some great transactions are starting to surface in sectors where we have expertise. To date, we have chosen to be patient on the belief that

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better situations are still coming. In this regard, we believe we have a number of advantages to allow us to be in a position to pursue some of these. These advantages are as follows:

· Balance Sheet – We have a large balance sheet and investment grade ratings. This is a unique attribute today which many do not share.

· Asset Quality – We have high quality assets and a business model which is built for difficult environments. This has become increasingly evident in this environment and enables us to focus on forward-looking opportunities, instead of past issues which many others are dealing with.

· Operating Platform - We have operating teams managing each of the asset classes we own. This strategy gives us the added benefit of being able to drive operating efficiencies from our assets and build long-term intrinsic value for ourselves and our partners, in virtually all market environments.

· Cash – As one of the few with readily deployable liquidity, we are ideally positioned to be a serious participant in any transaction. We believe most transactions will require less cash and will include more assumption of existing financing. The key will be a solid sponsor for a recapitalization plan. We are well positioned to take advantage of this new environment and we plan to strengthen this position further.

· Reputation – We believe we have established a reputation of being fair, and dealing with institutions and counterparties in a straightforward manner. Institutions increasingly need partners to assist them with some of their issues and we believe we are ideally positioned to help.

Sixth, we have access to substantial resources through our institutional relationships both in the form of commitments to current funds, and in their ongoing interest in funds we are raising as well as co-investment opportunities. Relatively few people have this access on a global basis and as we continue to build these relationships, and demonstrate how our approach to investments, operations and financings, has weathered the recent turmoil, these relationships should only get better. In the current year, to date, we have closed $2.1 billion of capital commitments to our core, value add and opportunity funds.

We are fortunate that our businesses are performing well, with a few small exceptions. Our power generating business reported record results for the first nine months due to above average water flows and continued margin expansion from higher realized energy prices. Our strategy of owning high quality office properties and leasing them to quality tenants for long periods of time provides stability in our cash flows even in what is expected to be more difficult leasing markets. Within our infrastructure operations, the transmission businesses, which are largely regulated, provide stable cash flows, and notwithstanding short-term margin reductions in our timberland business, long-term values continue to be very strong as observed in secondary transactions. In addition to the foregoing, our third quarter results reflected a gain on the sale of an interest in one of our office properties, and profits on financial hedges which more than offset any negative events resulting from the financial volatility in the marketplace.

CAPITAL RAISING INITIATIVES AND DEBT MATURITIES

In furtherance of our strategy of recycling capital and pruning non-core assets, we completed a number of initiatives that have generated, or will shortly generate, net cash proceeds of approximately $1.2 billion after repayment of associated debt. The most notable of these items are as follows:

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millions	Gross	Net
Sale of timber in the U.S. Northwest	$ 1,200	$    590
Sale of 50% of Canada Trust Tower office property	425	190
Sale of Brazilian transmission lines	275	275
Sale of Hermitage and Imagine Insurance London	310	150
	$ 2,210	$ 1,205

· In October 2008, we sold part of our 766,000 acres of freehold lands owned in the U.S. Northwest to an investment partnership that is managed by us and where we retain an approximate 40% direct and indirect interest. Total proceeds were $1.2 billion generating net cash to us of approximately $600 million, and a modest gain, which will be recorded in the fourth quarter. As a result of private placement rules, we are not at liberty to describe the nature of the partnership at this time, but will do so for you when we are able to.

· We sold our 50% interest in our Canada Trust Tower office property in Toronto for C$425 million. The sale generated net cash proceeds to Brookfield Properties of approximately $200 million, after repaying our mortgage.

· We sold our transmission lines in Brazil for $275 million net cash proceeds to our infrastructure group. The transaction is expected to close in early 2009, generating an approximate 30% return on invested capital.

· We reached agreement to sell two non-core insurance operations for gross proceeds of approximately $310 million, which will net us approximately $150 million of cash. This continues our exit from these operations which should over the next year generate a further +$400 million of cash.

· Finally, we completed approximately $1.0 billion of refinancings of debt in the recent quarter, largely mortgages on properties. This included a $150 million corporate debt issue with a 4.5-year term and a coupon of 6.5%, a financing in our power operations for $225 million, and $425 million of property refinancings. We are also in the final stages of extending the financing of our Australian operations. We intend to repay US$350 million of the debt, combine the European operations we acquired with our existing UK business and refinance the combined business over the next year. The remaining loan of US$800 million will be extended into 2010. This loan now represents a loan to value of less than 50%, and in the future will be replaced primarily with specific mortgages on properties.

As noted earlier, we have over $3.5 billion of cash, financial equivalents and undrawn committed lines of credit within Brookfield. This has increased significantly since our last report to you, despite the difficult market conditions. This includes approximately $2.5 billion at the corporate level (an increase of nearly  $1 billion) and approximately $1.0 billion in our principal operating subsidiaries. Our debt maturities at the corporate level are very modest over the next number of years and our lines of credit are renewed annually, and extend into 2012 in the worst-case scenario. Our subsidiaries’ debt is spread out between many of our subsidiaries and much of it is highly financeable, even in difficult markets. In any event, we have the financial resources today to repay all of the corporate and subsidiary debt maturing prior to 2011 even in the most draconian scenario where we roll over none of the debt maturities. Further details of our debt profile can be found within our supplemental information package.

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We have mortgages on many of our properties which, on average, represent approximately 50% loan to value. These mortgages have recourse only to our power plants, office properties, transmission lines and timber stands. We believe, based on our experience of renewing mortgages, even over the past three months, that we should require very little further equity investment to roll these mortgages over and in most likelihood the majority of the rollovers will generate further net proceeds to us.

CURRENT INVESTMENT STRATEGY

Since June 30th, we have focused our investment capital internally, investing in what we know best. This has included repurchasing 7.5 million of our shares at prices from US$16 to US$22, with an average purchase price of US$20. We believe this to be a substantial discount to long-term intrinsic value, and we inherently have greater knowledge of this security than anything else we can purchase. In addition, our North American office property company Brookfield Properties, repurchased 1.5 million of its shares. Furthermore we have been buying up shares in, and pieces of our other assets and investments, and selectively providing capital to our subsidiaries to repay debt to help ensure we can be in a position in each to withstand extreme events and capitalize on opportunities.

Looking to the future, we will continue to balance our deployment of capital between keeping it available for potential external opportunities and buying back our own assets in the stock market through share repurchases for an immediate low risk creation of value to the company. In this regard, external opportunities will today need to substantially exceed the returns on repurchasing our own securities to meet our investment requirements, as the inherent risk is obviously higher. Inevitably, we will probably end up deploying capital in some of both.

OFFICE PROPERTY OPERATIONS

Given recent headlines on commercial real estate we thought it appropriate to review with you our strategy, which has been designed to deal with markets like the ones we are currently in. In fact, we have lived through far worse real estate markets with this same strategy and we believe our strategy will continue to endure in the market over the next few years. For example, we lived through the challenging issues in New York after September 11, 2001 with this strategy. It is worth remembering that markets could not have been more negative for our assets at that point in time, and we came out of that period in outstanding shape.

Our operations today encompass approximately 125 million square feet of space, with a value invested by us and partners of over $25 billion. This capital is invested largely in 16 cities on four continents in markets dominated by financial services, government, energy and services tenants. In terms of net equity invested for you, this business ranks behind our power generation business because we share the ownership of our various properties with many partners, but nonetheless, we have a significant amount of your capital invested in these high quality office properties.

Our strategy has not changed dramatically over the past 20 years. Quite simply, from an investment perspective we look to invest capital in very high quality office properties in downtown markets which are supply constrained and which have the prospect of continued white collar employment growth, which drives utilization of office space. We try to secure long-term leases with companies of high credit quality in order to secure long-term income streams for the properties. This allows us to finance these properties on a non-recourse basis with long-term fixed-rate investment grade mortgages. This enables us to lower our overall cost of capital on a conservative basis, and as a result increases equity returns.

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Our strategy includes five principal elements:

1) High quality properties – We try to invest in the highest quality properties in a market. Quality encompasses many things, but usually includes a property’s location, age, physical attributes, heating and ventilation systems, lighting and floor plate size. In general, we are willing to pay more for quality properties because we believe they withstand market cycles better and create more value in the long-term.

2) Supply constrained markets – We like to invest in markets where by virtue of some geographic constraint, office property sites are not readily available in the immediate area. As a result, for new construction to enter the market, a developer must assemble land at a much greater cost and because of this, the cost of competing assets increases on a relative basis. For example, Manhattan is an island, Sydney is surrounded by water and downtown markets in general are serviced by transportation arteries and highways which are important to the commute times for office workers, making them unique compared to suburban office space which is easily replicated.

3) Quality credit tenants – One of the reasons we focus on high quality office properties is because they attract high quality tenants with strong credit profiles. By leasing to high quality entities, we create very durable income streams which, unless exceptional events occur, do not face the same difficult issues of bankruptcy which many other types of real estate suffer. (Thankfully any issues we have encountered over the past few exceptional months have been relatively modest.)

4) Term leases – The type of tenant we attract generally invests very large sums of capital into their space; predominantly at their own expense, to improve their premises. This is particularly so in the case of financial service firms who build trading floors and often invest more than $250 per square foot of improvements into the space. (To put this number in context, their tenant fit-out investment is often close to the cost to build a suburban office property.)  As a result of this, companies desire long-term leases to amortize these costs. Our average lease depends on the market but extends to 30 years, is rarely less than five years, and most often is between 10 and 20 years. Furthermore, longer leases will often contain contractual rent increases, market resets with a floor, or inflation-based escalators.

5) Non-recourse long-term financing – As a result of all the characteristics above, mortgage lenders generally find these assets to be highly attractive assets to lend against. This enables us to secure investment grade, fixed rate, term financing for approximately 60% to 70% of the property value when the mortgage is initially negotiated and tend to represent much less over time due to amortizations and value appreciation. We generally seek to match finance our assets, which for a specific property can be up to 30 years, or shorter if we believe value of a property for financing purposes will increase in the short term due to leasing initiatives or other reasons.

As a result of the above characteristics, we generally invest equity of 30% to 40% of the value of a property into a newly acquired property. Given inflation factors, and value initiatives implemented in the property, we can generally turn relatively moderate yielding, low-risk assets into very attractive long-term cash flow streams.

We also selectively develop office properties on a risk-averse basis in order to earn additional returns from our operating franchise, to ensure we can accommodate the needs of our tenants, and to keep ourselves knowledgeable about costs and returns for new office space which we compete against. In this regard, we currently own substantial development rights and have a number of substantially leased office developments under construction or in planning for construction. These developments are largely 50% to 75% leased upon launching, and each is selectively converted into office space on a risk-averse basis when opportunities exist.

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SUMMARY

As always, thank you for your support. We are optimistic that investment returns over the next 24 months will exceed long-term averages. We are in a strong position to deal with the market uncertainty and hope to be able to seize new opportunities which could add substantial value to the company as conditions improve.

Please do not hesitate to contact any of us should you have suggestions, questions, comments or investment ideas.

J. Bruce Flatt

Senior Managing Partner

November 7, 2008

Note: This letter to shareholders contains forward-looking information withinthe meaning of Canadian provincial securities laws and forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations.  The words “deliver,” “become,” “sustain,” “pursue,” “generate,” “think,” “plan,” “deploying,” “raising,” “build,” “expected,” “extending,” “capitalize,” “begin,” “estimated,” “represent,” “seek,” “intend,” “create,” “will,” “can,” “likely,” “generally,” “typically,” “largely,” “tend,” “often,” “probably,”  “execute,” “continue,” “should,”“believe,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.  Forward-looking statements in this press release include statements in regards to our ability to further our goal of being a leading global asset manager, drive operating efficiencies from our assets and build long-term intrinsic value, repay or refinance our debt, finance our assets on a long-term basis, focus on forward-looking opportunities, help institutions and counterparties with their issues, lease our office properties to quality tenants for long periods, successfully pursue opportunities, withstand extreme events, deal with unknowns, execute our business strategy, continue to meet our long-term cash flow growth objectives, the ability of our assets to generate increasing cash flows over an extended period of time and their value appreciation potential, future gains, proceeds and investment returns, our plans to strengthen our position as a solid sponsor of recapitalization plans and our access to resources through our institutional relationships. Although Brookfield Asset Management believes that the company’s anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions in the countries in which we do business; the behaviour of financial markets, including fluctuations in interest and exchange rates; availability of equity and debt financing and refinancing; strategic actions including dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; the company’s continued ability to attract institutional partners to its Specialty Investment Funds; adverse hydrology conditions; regulatory and political factors within the countries in which the company operates; acts of God, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts; and other risks and factors detailed from time to time in the company’s form 40-F filed with the Securities and Exchange Commission as well as other documents filed by the company with the securities regulators in Canada and the United States included in the Annual Information Form under the heading “Business Environment and Risks.”

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Brookfield Asset Management, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

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