<PAGE>


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2004.

                                                    REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 _______________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 _______________

                        BROOKFIELD PROPERTIES CORPORATION
             (Exact name of registrant as specified in its charter)


              CANADA                                   NOT APPLICABLE
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 _______________

                                    BCE PLACE
                                 181 BAY STREET
                                    SUITE 330
                        TORONTO, ONTARIO, CANADA M5J 2T3
                                 (416) 359-8600
                    (Address of principal executive offices)
                                 _______________

               BROOKFIELD PROPERTIES CORPORATION SHARE OPTION PLAN
                            (Full title of the plan)
                                 _______________

                                    TORYS LLP
                                 237 PARK AVENUE
                               NEW YORK, NY 10017
                            ATTENTION: ANDREW J. BECK
                                 (212) 880-6000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                                 _______________

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                        Proposed      Proposed
                                        Maximum        Maximum
                         Amount         Offering      Aggregate       Amount of
Title of securities      to be         Price per       Offering     Registration
to be registered      Registered(1)     Share(2)       Price(2)          Fee
----------------      -------------     --------       --------     ------------
<S>                 <C>                 <C>          <C>              <C>
Common Shares       9,000,000 shares    $29.97       $269,730,000     $34,175
</TABLE>

================================================================================

(1)  Plus such indeterminate number of common shares of the Registrant as may be
     issued to prevent dilution resulting from stock dividends, stock splits or
     similar transactions in accordance with Rule 416 under the Securities Act
     of 1933.
(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457 under the Securities Act based upon the average of
     the reported high and low sales price of the common shares of Brookfield
     Properties Corporation on February 20, 2004 on the New York Stock Exchange
     (a date within five business days of the filing of this Registration
     Statement).

================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the SEC either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
the Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933.
The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by Brookfield Properties Corporation as
required by Part I of Form S-8 and by Rule 428 under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been and will in the future be
filed by us with the SEC are incorporated in the Registration Statement by
reference:

          (a)  Our Annual Report on Form 40-F for the fiscal year ended December
               31, 2002, which contains our audited financial statements for
               such fiscal year.

          (b)  All other reports filed by our company under Section 13(a) or
               15(d) of the Securities Exchange Act of 1934 since December 31,
               2002.

          (c)  The description of our common shares contained in our
               Registration Statement on Form 40-F, as filed with the SEC on
               April 23, 1999, including any amendment or report filed for the
               purpose of amending such description.

          In addition, all reports and documents filed by us under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities being offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be part of this Registration Statement from
the date of filing of each such document, provided that reports on Form 6-K
shall be so deemed incorporated by reference only if and to the extent indicated
in such reports.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.



<PAGE>
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 124 of the Canada Business Corporations Act (the "Act")
provides as follows:

          124. (1) Indemnification -- A corporation may indemnify a director or
officer of the corporation, a former director or officer of the corporation or
another individual who acts or acted at the corporation's request as a director
or officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the
corporation or other entity.

          (2) Advance of costs -- A corporation may advance moneys to a
director, officer or other individual for the costs, charges and expenses of a
proceeding referred to in subsection (1). The individual shall repay the moneys
if the individual does not fulfil the conditions of subsection (3).

          (3) Limitation -- A corporation may not indemnify an individual under
subsection (1) unless the individual

          (a) acted honestly and in good faith with a view to the best interests
of the corporation, or, as the case may be, to the best interests of the other
entity for which the individual acted as director or officer or in a similar
capacity at the corporation's request; and

          (b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, the individual had reasonable grounds
for believing that the individual's conduct was lawful.

          (4) Indemnification in derivative actions -- A corporation may with
the approval of a court, indemnify an individual referred to in subsection (1),
or advance moneys under subsection (2), in respect of an action by or on behalf
of the corporation or other entity to procure a judgment in its favour, to which
the individual is made a party because of the individual's association with the
corporation or other entity as described in subsection (1) against all costs,
charges and expenses reasonably incurred by the individual in connection with
such action, if the individual fulfils the conditions set out in subsection (3).

          (5) Right to indemnity -- Despite subsection (1), an individual
referred to in that subsection is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by the individual
in connection with the defence of any civil, criminal, administrative,
investigative or other proceeding to which the individual is subject because of
the individual's association with the corporation or other entity as described
in subsection (1), if the individual seeking indemnity

          (a) was not judged by the court or other competent authority to have
committed any fault or omitted to do anything that the individual ought to have
done; and

          (b) fulfils the conditions set out in subsection (3).


<PAGE>

          (6) Insurance -- A corporation may purchase and maintain insurance for
the benefit of an individual referred to in subsection (1) against any liability
incurred by the individual

          (a) in the individual's capacity as a director or officer of the
corporation; or

          (b) in the individual's capacity as a director or officer, or similar
capacity, of another entity, if the individual acts or acted in that capacity at
the corporation's request.

          (7) Application to court -- A corporation, an individual or an entity
referred to in subsection (1) may apply to a court for an order approving an
indemnity under this section and the court may so order and make any further
order that it sees fit.

          (8) Notice to Director -- An applicant under subsection (7) shall give
the Director notice of the application and the Director is entitled to appear
and be heard in person or by counsel.

          (9) Other notice -- On an application under subsection (7) the court
may order notice to be given to any interested person and the person is entitled
to appear and be heard in person or by counsel.

          The by-laws of Brookfield provide that Brookfield shall indemnify a
director or officer, a former director or officer, or a person who acts or acted
at Brookfield's request as a director or officer of another corporation of which
Brookfield is or was a shareholder or creditor, and the heirs and legal
representatives of such a person to the extent permitted by the Act.

          Brookfield maintains directors and officers insurance with an annual
policy limit of Cdn.$50,000,000 subject to a corporate deductible of
Cdn.$250,000 per loss. Under this insurance coverage, Brookfield and certain of
its associated companies (collectively, the "Organization") are reimbursed for
indemnity payments made to directors or officers as required or permitted by law
or under provisions of its by-laws as indemnity for losses, including legal
costs, arising from acts, errors or omissions committed by directors and
officers during the course of their duties as such. This insurance also provides
coverage to individual directors and officers without any deductible if they are
not indemnified by the Organization. The insurance coverage for directors and
officers has certain exclusions including, but not limited to, those acts
determined to be deliberately fraudulent or dishonest or have resulted in
personal profit or advantage.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Brookfield pursuant to the foregoing provisions, Brookfield has been
informed that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


<PAGE>

ITEM 8.   EXHIBITS.

          A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index to this Registration Statement.

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) To include any financial statements required by Item 8.A of Form
20-F at the start of any delayed offering or throughout a continuous offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


<PAGE>

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.


<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Toronto, Ontario, Canada on the 25th day of February, 2004.


                                       BROOKFIELD PROPERTIES CORPORATION


                                       By:     /s/ Richard B. Clark
                                          --------------------------------------
                                            Name:  Richard B. Clark
                                            Title: President and Chief Executive
                                                   Officer


                               POWERS OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
Richard B. Clark and Craig Laurie, and each of them, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities listed below and on February 25, 2004.

<TABLE>
<CAPTION>
SIGNATURE                  TITLE
---------                  -----
<S>                        <C>
/s/ Richard B. Clark       President and Chief Executive Officer and Director
-------------------------  (principal executive officer)
Richard B. Clark

/s/ Craig Laurie           Chief Financial Officer (principal financial and
-------------------------  accounting officer)
Craig Laurie

/s/ Gordon E. Arnell       Chairman of the Board of Directors
-------------------------
Gordon E. Arnell
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SIGNATURE                  TITLE
---------                  -----
<S>                                     <C>

-------------------------  Director
David D. Arthur

/s/ William T. Cahill      Director
-------------------------
William T. Cahill

/s/ Jack L. Cockwell       Director
-------------------------
Jack L. Cockwell

/s/ J. Bruce Flatt         Director
-------------------------
J. Bruce Flatt

/s/ Lance Liebman          Director
-------------------------
Lance Liebman

/s/ John R. McCaig         Director
-------------------------
John R. McCaig

/s/ Paul D. McFarlane      Director
-------------------------
Paul D. McFarlane


-------------------------  Director
Allan S. Olson

/s/ Sam Pollock            Director
-------------------------
Sam Pollock

/s/ John E. Zuccotti       Director
-------------------------
John E. Zuccotti
</TABLE>


<PAGE>
                            AUTHORIZED REPRESENTATIVE

          Pursuant to the requirements of the Securities Act of 1933, the
undersigned has signed this Registration Statement, solely in the capacity of
the duly authorized representative of Brookfield Properties Corporation in the
United States, on February 25, 2004.

                                                  TORYS LLP


                                                  By: /s/ Andrew J. Beck
                                                      --------------------------
                                                      Name:  Andrew J. Beck
                                                      Title: Partner


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT             DESCRIPTION OF EXHIBIT
-------             ----------------------
<S>                 <C>
  4.1               Brookfield Properties Corporation Share Option Plan

  4.2               Restated Articles of Incorporation

  5.1               Opinion of Torys LLP

 23.1               Consent of Deloitte & Touche LLP

 23.2               Consent of Torys LLP (contained in Exhibit 5.1)

 24.1               Power of Attorney (included on the signature page of this
                    Registration Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "t11912sv8.txt", "description": "S-8", "secsgml_size_bytes": 20686}]
{"company-data": {"conformed-name": "BROOKFIELD PROPERTIES CORP", "cik": "0001085359", "assigned-sic": "6512", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113073", "film-number": "04626576"}, "business-address": {"street1": "BCE PLACE", "street2": "181 BAY ST STE 4400", "city": "TORONTO ONTARIO CANA", "state": "A6", "zip": "00000", "phone": "4163598647"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2004.

                                                    REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 _______________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 _______________

                        BROOKFIELD PROPERTIES CORPORATION
             (Exact name of registrant as specified in its charter)

              CANADA                                   NOT APPLICABLE
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 _______________

                                    BCE PLACE
                                 181 BAY STREET
                                    SUITE 330
                        TORONTO, ONTARIO, CANADA M5J 2T3
                                 (416) 359-8600
                    (Address of principal executive offices)
                                 _______________

               BROOKFIELD PROPERTIES CORPORATION SHARE OPTION PLAN
                            (Full title of the plan)
                                 _______________

                                    TORYS LLP
                                 237 PARK AVENUE
                               NEW YORK, NY 10017
                            ATTENTION: ANDREW J. BECK
                                 (212) 880-6000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                                 _______________

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed      Proposed
                                        Maximum        Maximum
                         Amount         Offering      Aggregate       Amount of
Title of securities      to be         Price per       Offering     Registration
to be registered      Registered(1)     Share(2)       Price(2)          Fee
----------------      -------------     --------       --------     ------------
Common Shares       9,000,000 shares    $29.97       $269,730,000     $34,175
================================================================================

(1)  Plus such indeterminate number of common shares of the Registrant as may be
     issued to prevent dilution resulting from stock dividends, stock splits or
     similar transactions in accordance with Rule 416 under the Securities Act
     of 1933.
(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457 under the Securities Act based upon the average of
     the reported high and low sales price of the common shares of Brookfield
     Properties Corporation on February 20, 2004 on the New York Stock Exchange
     (a date within five business days of the filing of this Registration
     Statement).

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the SEC either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
the Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933.
The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by Brookfield Properties Corporation as
required by Part I of Form S-8 and by Rule 428 under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been and will in the future be
filed by us with the SEC are incorporated in the Registration Statement by
reference:

          (a)  Our Annual Report on Form 40-F for the fiscal year ended December
               31, 2002, which contains our audited financial statements for
               such fiscal year.

          (b)  All other reports filed by our company under Section 13(a) or
               15(d) of the Securities Exchange Act of 1934 since December 31,
               2002.

          (c)  The description of our common shares contained in our
               Registration Statement on Form 40-F, as filed with the SEC on
               April 23, 1999, including any amendment or report filed for the
               purpose of amending such description.

          In addition, all reports and documents filed by us under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities being offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be part of this Registration Statement from
the date of filing of each such document, provided that reports on Form 6-K
shall be so deemed incorporated by reference only if and to the extent indicated
in such reports.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 124 of the Canada Business Corporations Act (the "Act")
provides as follows:

          124. (1) Indemnification -- A corporation may indemnify a director or
officer of the corporation, a former director or officer of the corporation or
another individual who acts or acted at the corporation's request as a director
or officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the
corporation or other entity.

          (2) Advance of costs -- A corporation may advance moneys to a
director, officer or other individual for the costs, charges and expenses of a
proceeding referred to in subsection (1). The individual shall repay the moneys
if the individual does not fulfil the conditions of subsection (3).

          (3) Limitation -- A corporation may not indemnify an individual under
subsection (1) unless the individual

          (a) acted honestly and in good faith with a view to the best interests
of the corporation, or, as the case may be, to the best interests of the other
entity for which the individual acted as director or officer or in a similar
capacity at the corporation's request; and

          (b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, the individual had reasonable grounds
for believing that the individual's conduct was lawful.

          (4) Indemnification in derivative actions -- A corporation may with
the approval of a court, indemnify an individual referred to in subsection (1),
or advance moneys under subsection (2), in respect of an action by or on behalf
of the corporation or other entity to procure a judgment in its favour, to which
the individual is made a party because of the individual's association with the
corporation or other entity as described in subsection (1) against all costs,
charges and expenses reasonably incurred by the individual in connection with
such action, if the individual fulfils the conditions set out in subsection (3).

          (5) Right to indemnity -- Despite subsection (1), an individual
referred to in that subsection is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by the individual
in connection with the defence of any civil, criminal, administrative,
investigative or other proceeding to which the individual is subject because of
the individual's association with the corporation or other entity as described
in subsection (1), if the individual seeking indemnity

          (a) was not judged by the court or other competent authority to have
committed any fault or omitted to do anything that the individual ought to have
done; and

          (b) fulfils the conditions set out in subsection (3).
(6) Insurance -- A corporation may purchase and maintain insurance for
the benefit of an individual referred to in subsection (1) against any liability
incurred by the individual

          (a) in the individual's capacity as a director or officer of the
corporation; or

          (b) in the individual's capacity as a director or officer, or similar
capacity, of another entity, if the individual acts or acted in that capacity at
the corporation's request.

          (7) Application to court -- A corporation, an individual or an entity
referred to in subsection (1) may apply to a court for an order approving an
indemnity under this section and the court may so order and make any further
order that it sees fit.

          (8) Notice to Director -- An applicant under subsection (7) shall give
the Director notice of the application and the Director is entitled to appear
and be heard in person or by counsel.

          (9) Other notice -- On an application under subsection (7) the court
may order notice to be given to any interested person and the person is entitled
to appear and be heard in person or by counsel.

          The by-laws of Brookfield provide that Brookfield shall indemnify a
director or officer, a former director or officer, or a person who acts or acted
at Brookfield's request as a director or officer of another corporation of which
Brookfield is or was a shareholder or creditor, and the heirs and legal
representatives of such a person to the extent permitted by the Act.

          Brookfield maintains directors and officers insurance with an annual
policy limit of Cdn.$50,000,000 subject to a corporate deductible of
Cdn.$250,000 per loss. Under this insurance coverage, Brookfield and certain of
its associated companies (collectively, the "Organization") are reimbursed for
indemnity payments made to directors or officers as required or permitted by law
or under provisions of its by-laws as indemnity for losses, including legal
costs, arising from acts, errors or omissions committed by directors and
officers during the course of their duties as such. This insurance also provides
coverage to individual directors and officers without any deductible if they are
not indemnified by the Organization. The insurance coverage for directors and
officers has certain exclusions including, but not limited to, those acts
determined to be deliberately fraudulent or dishonest or have resulted in
personal profit or advantage.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Brookfield pursuant to the foregoing provisions, Brookfield has been
informed that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.
ITEM 8.   EXHIBITS.

          A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index to this Registration Statement.

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) To include any financial statements required by Item 8.A of Form
20-F at the start of any delayed offering or throughout a continuous offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Toronto, Ontario, Canada on the 25th day of February, 2004.

                                       BROOKFIELD PROPERTIES CORPORATION

                                       By:     /s/ Richard B. Clark
                                          --------------------------------------
                                            Name:  Richard B. Clark
                                            Title: President and Chief Executive
                                                   Officer

                               POWERS OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
Richard B. Clark and Craig Laurie, and each of them, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities listed below and on February 25, 2004.
SIGNATURE                  TITLE
---------                  -----
/s/ Richard B. Clark       President and Chief Executive Officer and Director
-------------------------  (principal executive officer)
Richard B. Clark

/s/ Craig Laurie           Chief Financial Officer (principal financial and
-------------------------  accounting officer)
Craig Laurie

/s/ Gordon E. Arnell       Chairman of the Board of Directors
-------------------------
Gordon E. Arnell
SIGNATURE                  TITLE
---------                  -----
-------------------------  Director
David D. Arthur

/s/ William T. Cahill      Director
-------------------------
William T. Cahill

/s/ Jack L. Cockwell       Director
-------------------------
Jack L. Cockwell

/s/ J. Bruce Flatt         Director
-------------------------
J. Bruce Flatt

/s/ Lance Liebman          Director
-------------------------
Lance Liebman

/s/ John R. McCaig         Director
-------------------------
John R. McCaig

/s/ Paul D. McFarlane      Director
-------------------------
Paul D. McFarlane

-------------------------  Director
Allan S. Olson

/s/ Sam Pollock            Director
-------------------------
Sam Pollock

/s/ John E. Zuccotti       Director
-------------------------
John E. Zuccotti
AUTHORIZED REPRESENTATIVE

          Pursuant to the requirements of the Securities Act of 1933, the
undersigned has signed this Registration Statement, solely in the capacity of
the duly authorized representative of Brookfield Properties Corporation in the
United States, on February 25, 2004.

                                                  TORYS LLP

                                                  By: /s/ Andrew J. Beck
                                                      --------------------------
                                                      Name:  Andrew J. Beck
                                                      Title: Partner
EXHIBIT INDEX
EXHIBIT             DESCRIPTION OF EXHIBIT
-------             ----------------------
4.1               Brookfield Properties Corporation Share Option Plan

  4.2               Restated Articles of Incorporation

  5.1               Opinion of Torys LLP

 23.1               Consent of Deloitte & Touche LLP

 23.2               Consent of Torys LLP (contained in Exhibit 5.1)

 24.1               Power of Attorney (included on the signature page of this
                    Registration Statement)