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BROOKFIELD HOMES CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On
May 3, 2006

Fellow Stockholders of Brookfield Homes Corporation:

     You are invited to attend the 2006 Annual Meeting of Stockholders of Brookfield Homes Corporation. The Annual Meeting will be held at the Hilton Hotel, 3050 Bristol Street, Costa Mesa, California, on May 3, 2006 at 11:00 a.m., Pacific Time, for the following purposes:

	•		to elect nine directors;
	•		to ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2006; and
	•		to conduct other business properly brought before the meeting.

     Only stockholders of record at the close of business on March 6, 2006, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

     While we would like to have each of you attend the meeting and vote your shares in person, we realize this may not be possible. Whether or not you plan to attend the meeting, your vote is very important. A form of proxy on which to indicate your vote and an envelope, postage prepaid, in which to return your proxy are enclosed. WE URGE YOU TO COMPLETE, SIGN AND RETURN THE ENCLOSED FORM OF PROXY SO THAT YOUR SHARES WILL BE REPRESENTED. If you later decide to attend the Annual Meeting, you may revoke your proxy at that time and vote your shares in person.

     If you desire any additional information concerning the Annual Meeting or the matters to be acted upon at the meeting, we would be glad to hear from you. Please contact the undersigned officer at 858-481-2965.

		Yours very truly,
		Shane D. Pearson
		Secretary to the Board of Directors

Fairfax, Virginia
March 15, 2006

TABLE OF CONTENTS

		Page
NOTICE OF MEETING		Cover Page
GENERAL			1
Time, Place and Purposes of Meeting			1
Solicitation of Proxies			1
Revocation and Voting of Proxies			1
Outstanding Shares and Voting Rights			1
Quorum Requirement			1
Vote Required			2
Stockholders Sharing Same Address			2
PROPOSAL ONE — ELECTION OF DIRECTORS			2
BENEFICIAL OWNERSHIP OF COMMON STOCK			5
Security Ownership of Principal Stockholders and Management			5
PERFORMANCE GRAPH			7
EXECUTIVE COMPENSATION			8
Summary Compensation Table — Executive Officers			8
Option/SAR Grants in Last Fiscal Year			8
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values			9
Long-Term Incentive Plans — Awards in Last Fiscal Year			9
Senior Operating Management Long-Term Participation Plan and Summary Compensation — Significant Employees			10
Compensation of Directors			10
Employment Contracts, Termination of Employment and Change-in-Control			11
Certain Relationships and Related Party Transactions			11
INFORMATION REGARDING THE BOARD OF DIRECTORS			12
Corporate Governance Standards			12
Meetings of the Board			14
Committees of the Board			14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION			16
Compensation Committee Interlocks and Insider Participation			18
AUDIT COMMITTEE REPORT			19
PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			19
Fees Paid to Deloitte & Touche LLP			19
Pre-Approval Policies			20
OTHER MATTERS			21
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			21
STOCKHOLDERS’ PROPOSALS FOR 2007 ANNUAL MEETING			21

BROOKFIELD HOMES CORPORATION
8500 Executive Park Avenue, Suite 300
Fairfax, Virginia 22031

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 3, 2006

GENERAL

Time, Place and Purposes of Meeting

The 2006 Annual Meeting of Stockholders of Brookfield Homes Corporation will be held on May 3, 2006 at 11:00 a.m., Pacific Time, at the Hilton Hotel, 3050 Bristol Street, Costa Mesa, California (in this proxy statement, unless the context requires otherwise, references to “we,” “our,” “us,” and “Company” refer to Brookfield Homes Corporation). The purposes of the Annual Meeting are set forth in the Notice of Annual Meeting of Stockholders to which this proxy statement is attached.

Solicitation of Proxies

This proxy statement is furnished in connection with the solicitation of proxies by our board of directors. We expect that this proxy statement and the accompanying form of proxy will first be mailed on or about March 15, 2006 to each stockholder of record on March 6, 2006. We will bear the entire cost of this solicitation. The solicitation of proxies will be made primarily by use of the mail. In addition, our directors, officers and regular employees may make solicitations by telephone, telegraph, e-mail or personal interview, and may request banks, brokers, fiduciaries and other persons holding stock in their names, or in the names of their nominees, to forward proxies and proxy materials to their principals and obtain authorization for the execution and return of such proxies. We will reimburse such banks, brokers and fiduciaries for their reasonable out-of-pocket expenses in connection therewith.

Revocation and Voting of Proxies

A proxy for use at the Annual Meeting is enclosed. Any proxy given may be revoked by you at any time before it is exercised by filing with us a notice in writing revoking it or by duly executing a proxy bearing a later date. Proxies also may be revoked in person at the Annual Meeting if you desire to vote your shares in person. Subject to such revocation and except as otherwise stated herein or in the form of proxy, all proxies duly executed and received prior to, or at the time of, the Annual Meeting will be voted in accordance with the specifications of the proxies. If no specification is made, proxies will be voted for the nominees for election of directors set forth elsewhere herein (see “PROPOSAL ONE — ELECTION OF DIRECTORS”) and for the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2006 (see “PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS”) and, at the discretion of the proxy holders, on all other matters properly brought before the Annual Meeting or any adjournment thereof.

Outstanding Shares and Voting Rights

March 6, 2006 has been set as the record date for the purpose of determining stockholders entitled to notice of, and to vote at, the Annual Meeting. There were 27,331,206 shares of our common stock, $0.01 par value per share, issued and outstanding on February 15, 2006. On any matter submitted to a stockholder vote, each holder of our common stock will be entitled to one vote, in person or by proxy, for each share of common stock registered in his, her or its name on the books of our Company as of the record date. A list of such stockholders will be available for examination by any stockholder at our Costa Mesa office, 3090 Bristol Street, Suite 200, Costa Mesa, California, for at least ten days before the Annual Meeting.

Quorum Requirement

Our By-laws provide that at any meeting of stockholders, there must be present, either in person or by proxy, in order to constitute a quorum, stockholders owning a majority of our issued and outstanding capital stock entitled to vote at said meeting.

Vote Required

If a broker holds your shares, this proxy statement and a proxy card have been sent to the broker. You may have received this proxy statement directly from your broker, together with instructions as to how to direct the broker how to vote your shares. If you do not give your broker instructions or discretionary authority to vote your shares on the Proposals and your broker returns the proxy card indicating such lack of authority, your shares will be “broker non-votes” with respect to the Proposals for which the broker does not have authority to vote. Broker non-votes will be counted as present for purposes of determining a quorum, but will not be counted as shares entitled to vote. If you abstain from voting on the Proposals, your shares will be counted as present at the meeting, for purposes of determining a quorum, and entitled to vote. As a result, abstentions will have no effect on the election of directors but will have the effect of a vote against the other proposal being considered at the meeting.

In the election for directors, the nine persons receiving the highest number of “for” votes will be elected.

The ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2006 requires approval by a majority of shares of common stock entitled to vote on the Proposal and present in person or represented by proxy at the Annual Meeting.

If any other proposals are properly presented to the stockholders at the meeting, the number of votes required for approval will depend upon the nature of the proposal. Generally, under Delaware law the number of votes required to approve a proposal is a majority of the shares of common stock entitled to vote and present in person or by proxy represented at the Annual Meeting. The enclosed proxy card gives discretionary authority to the proxy holders to vote on any matter not included in this proxy statement that is properly presented to the stockholders at the meeting.

Stockholders Sharing Same Address

In some cases, only one copy of this proxy statement and our 2005 Annual Report is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders. Upon written or oral request, we will promptly deliver a separate copy of this proxy statement and our 2005 Annual Report to a stockholder at a shared address to which a single copy was delivered. You can notify us that you wish to receive a separate copy of our proxy statements and annual reports in the future, or alternatively, that you wish to receive a single copy of the materials instead of multiple copies. Contact information for these purposes is: Brookfield Homes Corporation, Attention: Investor Relations, 12865 Pointe Del Mar, Suite 200, Del Mar, CA, 92014, telephone number: 858-481-2567, or email: lnorthwood@brookfieldhomes.com.

PROPOSAL ONE — ELECTION OF DIRECTORS

Our board of directors has nominated the nine persons set forth below for election as our directors at the Annual Meeting, a majority of whom are independent. All of the nominees are currently serving as our directors.

Unless otherwise specified in the accompanying proxy, the shares voted pursuant thereto will be voted for each of the persons named below as nominees for election as directors. All directors are elected to serve until the next annual meeting of stockholders and their successors have been elected and qualified. If any nominee is unable to serve, the proxies will be voted by the proxy holders in their discretion for another person. The board of directors has no reason to believe that any nominee will not be able to serve as a director for his or her prescribed term.

						Director
Name		Age				Since				Principal Occupation and Business Experience
Ian G. Cockwell			58				2002			Ian Cockwell was appointed President and Chief Executive Officer in October 2002. From 1994 to 2002, Mr. Cockwell served in various senior executive positions with Brookfield Residential Group, a division of Brookfield Properties. From 1998 until 2002, Mr. Cockwell was Chairman and Chief Executive Officer responsible for Brookfield Properties’ master-planned communities business.

						Director
Name		Age				Since				Principal Occupation and Business Experience
Joan H. Fallon			57				2005			Joan Fallon became a director in December 2005. Ms. Fallon is a principal of JH Fallon and Associates, a real estate consulting firm that she established in 2003. From 1995 to 2003, she served as Portfolio Manager/Managing Director of the TIAA Real Estate Account, a separate account of TIAA-CREF. From 1980 to 1995, Ms. Fallon held various positions within the real estate division of TIAA-CREF and prior to that, within the pension and insurance divisions of TIAA-CREF. Ms. Fallon was recommended as a nominee to serve on the Company’s board of directors by a non-management director.
Robert A. Ferchat			71				2002			Robert Ferchat became a director in December 2002. Mr. Ferchat was Chairman and Chief Executive Officer of BCE Mobile Communications, Inc. from 1994 until 1999. Mr. Ferchat served as a director of Brookfield Properties from 1997 until 2002.
J. Bruce Flatt			40				2002			Bruce Flatt was appointed Chairman of our board of directors in October 2002. Since February 2002, Mr. Flatt has served as Managing Partner and Chief Executive Officer of Brookfield Asset Management Inc., prior to which he served as the President and Chief Executive Officer of Brookfield Properties beginning in April 2000. Between August 1995 and April 2000, Mr. Flatt served as President and Chief Operating Officer of Brookfield Properties.
Bruce T. Lehman			53				2002			Bruce Lehman became a director in December 2002. Mr. Lehman is a principal in Armada LLC, an investor and principal in residential real estate. Prior to this, Mr. Lehman was an independent consultant, providing strategic advice to clients in the homebuilding industry from 2000 to 2002. Mr. Lehman was President-Merchant Housing Division, of Catellus Residential Group, a wholly-owned subsidiary of Catellus Development Corp. from 1996 until 2000. Mr. Lehman also held this position with Catellus Residential Group’s predecessor company Akins Real Estate Group, from 1989 until 2000.
Alan Norris			49				2003			Alan Norris became a director in February 2003. Mr. Norris is President and Chief Executive Officer of Carma Group, a developer of master-planned communities wholly-owned by Brookfield Properties. Mr. Norris joined Carma in 1983 and assumed increasingly senior positions over the next 11 years when he was promoted to his current position.
Timothy R. Price			62				2004			Timothy Price became a director in August 2004. Mr. Price has served as Chairman of Brookfield Funds since 1996.

						Director
Name		Age				Since				Principal Occupation and Business Experience
David M. Sherman			48				2003			David Sherman became a director in February 2003. Mr. Sherman is a Co-Managing Member of Metropolitan Real Estate Equity Management, LLC, a real estate fund-of-funds manager, a position he has held since the firm’s inception in 2002. Since 2000, Mr. Sherman has also served as an adjunct professor of real estate at Columbia University Graduate School of Business Administration. Mr. Sherman was the Managing Director, and head of REIT Equity Research at Salomon Smith Barney, Inc. from 1995 until 2000. Prior to this, Mr. Sherman held various positions in real estate investment banking and finance.
Robert L. Stelzl			60				2002			Robert Stelzl became a director in December 2002. Mr. Stelzl is President of Rivas Capital, a private real estate investor and fund manager. Mr. Stelzl recently retired from Colony Capital LLC, a global real estate private equity investor where he was a Principal since 1995. Mr. Stelzl is currently a director of Brookfield Properties.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” EACH OF THE DIRECTOR NOMINEES.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Security Ownership of Principal Stockholders and Management

The following table shows the beneficial ownership of shares of our outstanding common stock as of February 15, 2006 by:

	•		each person known by us to be the beneficial owner of more than 5% of our common stock;
	•		each of our directors and director nominees;
	•		each of our executive officers named in the Summary Compensation Table — Executive Officers on page 8 under “EXECUTIVE COMPENSATION;” and
	•		all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting or investment power with respect to securities (refer to footnote 1 to the table for additional information about how beneficial ownership is calculated). Unless stated otherwise, the shares are owned directly and the named beneficial owners possess sole voting and investment power with respect to the shares set forth in the table.

		Amount and Nature of
		Common Stock Beneficially Owned
		Number of Shares				Percentage
Name of Beneficial Owner		Beneficially Owned (1) (2)				of Class (3)
Brookfield Asset Management Inc. (4) Suite 300, BCE Place 181 Bay Street, Toronto, Ontario M5J 2T3			14,140,893	(5)		51.74
Ian G. Cockwell (6)			14,723,041			53.78
Joan H. Fallon			—			*
Robert A. Ferchat			3,000			*
J. Bruce Flatt (6)			14,176,925			51.87
Paul G. Kerrigan			240,618			*
Bruce T. Lehman			—			*
Alan Norris			3,000			*
Shane D. Pearson			16,000			*
Timothy R. Price			19,752			*
William B. Seith			11,000			*
David M. Sherman			—			*
Robert L. Stelzl			—			*
All directors and officers as a group (12 persons)			15,052,443			54.89

PERFORMANCE GRAPH

The following graph illustrates the cumulative total stockholder return on Brookfield Homes’ common stock for the last three fiscal years assuming a hypothetical investment of $100 and a reinvestment of all dividends paid on such investment, compared to Standard & Poor’s 500 Stock Index and the Standard & Poor’s Homebuilding 500 Index.

COMPARISON OF CUMULATIVE TOTAL RETURN
PERIOD ENDING DECEMBER 31, 2005

LEGEND AND INDEXED RETURNS

						Base Period
						December				December				December				December
		Legend				31, 2002*				31, 2003				31, 2004				31, 2005
Brookfield Homes Corporation							100				272.55				493.56				728.90
S & P 500 Homebuilding Index							100				197.81				264.35				334.63
S & P 500 Index							100				128.68				142.66				149.69

EXECUTIVE COMPENSATION

The following table provides the annual and long-term compensation of our Chief Executive Officer and other executive officers:

Summary Compensation Table — Executive Officers

																		Long-Term Compensation
						Annual Compensation												Awards								Payouts
														Other				Restricted				Securities
														Annual				Stock				Underlying				LTIP				All Other
Name & Principal Position		Year				Salary				Bonus				Compensation				Award(s)				Options/SARs				Payouts				Compensation
Ian G. Cockwell			2005			$	287,000			$	160,000	(1)			—				—				60,000				—				—
President & Chief			2004			$	283,000			$	160,000	(1)			—				—				75,000				—				—
Executive Officer			2003			$	260,000			$	90,000	(1)			—				—				40,000				—				—
Paul G. Kerrigan			2005			$	203,000			$	100,000	(1)			—				—				40,000				—				—
Executive Vice President,			2004			$	188,000			$	100,000	(1)			—				—				30,000				—				—
Chief Financial Officer & Treasurer			2003			$	173,000			$	70,000	(1)			—				—				25,000				—				—
William B. Seith			2005			$	185,000			$	509,000				—				—				5,000				—				—
Executive Vice President,			2004			$	185,000			$	215,000				—				—				5,000				—				—
Risk Management			2003			$	185,000			$	35,000				—				—				10,000				—				—
Shane D. Pearson			2005			$	115,000			$	42,000				—				—				10,000				—				—
Vice President &			2004			$	108,000			$	42,000				—				—				—				—				—
Secretary			2003			$	92,000			$	38,000				—				—				10,000				—				—

The following table shows the options to purchase shares of our common stock granted to our Chief Executive Officer and other executive officers of Brookfield Homes during 2005:

Option/SAR Grants in Last Fiscal Year

																		Potential Realizable Value
																		at Assumed Annual Rates of
						% of Total												Stock Price Appreciation
						Options/SARs												for Option Term (3)
Executives		Number of Securities				Granted to				Exercise								5%				10%
Receiving		Underlying Options/				Employees				or				Expiration				(Stock Price				(Stock Price
Grants		SARs Granted (1)				in Fiscal Year (2)				Base Price				Date				$59.05)				$94.02)
Ian G. Cockwell			75,000				60.5			$	36.25				02/15/15			$	1,710,000			$	4,332,750
Paul G. Kerrigan			30,000				24.2			$	36.25				02/15/15			$	684,000			$	1,733,100
Shane D. Pearson			—				—				—				—				—				—
William B. Seith			5,000				4.0			$	36.25				02/15/15			$	114,000			$	288,850

The following table sets forth information about option / SAR exercises in the fiscal year ended December 31, 2005 and options / SARs held as of the end of that year by our Chief Executive Officer and other executive officers of Brookfield Homes.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values

Number of Securities

Value of Unexercised

Underlying Unexercised

In-The-Money

Options / SAR at

Options / SAR at

Shares Acquired

Value

Fiscal Year-End

Fiscal Year-End

Name

on Exercise(1)

Realized

Exercisable/ Unexercisable

Exercisable / Unexercisable

Ian G. Cockwell

128,637

$

5,063,913

81,319/301,638

$3,795,155 / $11,349,470

Paul G. Kerrigan

59,412

$

2,331,985

40,207/156,412

$1,854,587 / $6,119,017

Shane D. Pearson

8,000

$

349,440

2,000/20,000

$55,580 / $798,200

William B. Seith

6,000

$

232,860

4,000/25,000

$151,560 / $865,600

The following table sets forth the deferred share units granted to our Chief Executive Officer, other named executive officers and directors of Brookfield Homes during 2005:

Long-Term Incentive Plans — Awards In Last Fiscal Year

		Number of				Performance or				Number of Shares,
		Shares, Units or				Other Period Until				Units or Other Rights
Name		Other Rights (1)				Maturation or Payout				at Fiscal Year-End
Ian G. Cockwell			11,340	(2)			(1)				375,404
Joan H. Fallon			—				—				—
Robert A. Ferchat			1,412	(3)			(1)				4,974
Paul G. Kerrigan			6,617	(2)			(1)				164,342
Bruce T. Lehman			721	(3)			(1)				4,555
Shane D. Pearson			—				—				—
William B. Seith			—				—				—
David M. Sherman			1,422	(3)			(1)				6,437
Robert L. Stelzl			720	(3)			(1)				4,460

Senior Operating Management Long-Term Participation Plan and Summary Compensation — Significant Employees

Certain senior operating employees, none of whom are executive officers of the Company, participate in the Senior Operating Management Long-Term Participation Plan. See “Compensation Committee Report on Executive Compensation — Senior Operating Management Long-Term Participation Plan.” The plan provides for participation in the net income of the business unit by each regional management team. For 2005, 30 participants in the plan were allocated a total of $69.8 million, of which $27.9 million, or 40% vested upon approval of the 2005 year end financial statements. The remaining 60% vests over the following three years, annually, at the rate of 50.0%, 33.3% and 16.7%, respectively. Total unvested amounts as at December 31, 2005 vest in accordance with the plan as follows: 2006 — $43.4 million; 2007 — $29.8 million; 2008 — $18.5 million; and 2009 — $7.0 million.

The following table provides the annual and long-term compensation of each of the significant employees, none of whom are named executive officers of the Company:

																		Long-Term Compensation
						Annual Compensation												Awards								Payouts
														Other				Restricted				Securities				Long-Term
														Annual				Stock				Underlying				Participation				All Other
Name & Principal Position		Year				Salary				Bonus				Compensation				Award(s)				Options/SARs				Plan (1)				Compensation
Stephen P. Doyle			2005			$	200,000				—				—				—				—			$	5,518,890				—
President, Brookfield			2004			$	200,000				—				—				—				—			$	2,148,880				—
San Diego Holdings LLC			2003			$	200,000				—				—				—				—			$	3,535,000				—
Robert Hubbell			2005			$	200,000				—				—				—				—			$	3,095,459				—
President, Brookfield			2004			$	200,000				—				—				—				—			$	1,196,639				—
Washington LLC			2003			$	200,000				—				—				—				—			$	2,071,000				—
Adrian Foley			2005			$	200,000				—				—				—				—			$	1,130,509				—
President, Brookfield			2004			$	184,000				—				—				—				—			$	1,017,600				—
Southland Holdings LLC			2003			$	145,000				—				—				—				—			$	1,597,000				—
John J. Ryan			2005			$	200,000				—				—				—				—			$	3,789,745				—
President, Brookfield			2004			$	200,000				—				—				—				—			$	1,785,200				—
Bay Area Holdings LLC			2003			$	200,000				—				—				—				—			$	2,025,000				—
Richard T. Whitney			2005			$	200,000				—				—				—				—			$	2,140,256				—
President, Brookfield			2004			$	150,000				—				—				—				—			$	920,760				—
California Land Holdings LLC			2003			$	150,000				—				—				—				—			$	2,026,000				—

Compensation of Directors

During the 2005 fiscal year, directors who were not related to the Company received an annual retainer of $50,000 paid 50% in cash and 50% in deferred share units of the Company. The requirement to accept 50% of the annual retainer in deferred share units is designed to more closely align the interests of directors with the interests of stockholders. Directors had the option to elect to receive 100% of their annual retainer in deferred share units. The Chairman of the Audit Committee earned an annual cash payment of $10,000, and the chairmen of the other board committees earned an annual cash payment of $5,000, reflecting their additional responsibilities. Directors were reimbursed for travel and other out-of-pocket expenses they incurred in attending board and committee meetings.

The following table provides the annual compensation of our directors for 2005:

		Annual Retainer
						Deferred								Committee				Other				Total
Name		Cash				Share Units				Total				Chair Fees				Compensation				Compensation
Joan H. Fallon			—				—				—				—				—				—
Robert A. Ferchat			—			$	50,000			$	50,000			$	10,000				—			$	60,000
Bruce T. Lehman		$	25,000			$	25,000			$	50,000			$	5,000				—			$	55,000
David M. Sherman			—			$	50,000			$	50,000			$	2,500				—			$	52,500
Robert L. Stelzl		$	25,000			$	25,000			$	50,000				—				—			$	50,000

Employment Contracts, Termination of Employment and Change-in-Control

We do not have any employment contracts, change of control arrangements or other compensatory plans or arrangements with any of our executive officers.

Certain Relationships and Related Party Transactions

We were a wholly-owned subsidiary of Brookfield Properties Corporation (“Brookfield Properties”) until January 6, 2003, when we were spun-off as a separate publicly traded company pursuant to a reorganization of Brookfield Properties’ homebuilding business (which we refer to as the “Spin-off”). Brookfield Properties no longer holds any of our shares, nor is Brookfield Properties able to exercise control over us. However, we and Brookfield Properties are “affiliates,” as Brookfield Asset Management Inc. (“Brookfield”) directly and indirectly owns approximately 50% of each corporation.

In connection with the Spin-off, we and our wholly-owned subsidiary, Brookfield Homes Holdings Inc., entered into a license agreement with Brookfield Properties (US) Inc., a subsidiary of Brookfield Properties, under which we, Brookfield Homes Holdings Inc. and our subsidiaries pay to Brookfield Properties (US) Inc. an annual fee in the total amount of $50,000 for the right to use the names “Brookfield” and “Brookfield Homes.” We expect that the license agreement will permit us to use the “Brookfield” name in connection with our homebuilding business for an indefinite period of time, subject to customary termination provisions including upon a change of control of our company.

We have entered into an agreement with a subsidiary of Brookfield, whereby we can deposit cash on a demand basis to earn LIBOR plus fifty basis points. At December 31, 2005, we had no funds on deposit with this Brookfield subsidiary.

We sublease our administrative offices in Toronto, Ontario from Brookfield, which leases the space from Brookfield Properties. We are required to pay approximately $100,000 per year in rent under our Toronto sublease, which expires in 2008.

Our Chairman and three of our directors serve as executive officers and directors of our affiliates, outlined as follows:

•		J. Bruce Flatt is Managing Partner and Chief Executive Officer and a director of Brookfield, a publicly traded company which owns approximately 52% of our outstanding shares, and is a director of several of Brookfield’s affiliates;
•		Alan Norris is an executive officer of Brookfield Properties, which is an affiliate of Brookfield;
•		Timothy R. Price is Chairman of Brookfield Funds, which is an affiliate of Brookfield; and
•		Robert L. Stelzl is an independent director of Brookfield Properties.

Stephen Doyle, Robert Hubbell and John Ryan, Presidents of Brookfield San Diego Holdings LLC, Brookfield Washington LLC and Brookfield Bay Area Holdings LLC, respectively, each own a 10% interest in the LLC of which they are President. Richard Whitney, President of Brookfield California Land Holdings LLC owns a 5% interest in this LLC.

The following individuals are beneficiaries of rabbi trusts owning interests in the respective LLC:

•

Adrian Foley, President of Brookfield Southland Holdings LLC, is the sole beneficiary of a rabbi trust that currently owns 5% of Brookfield Southland Holdings LLC. Brookfield Homes Holdings Inc. is the trustee of the rabbi trust. We own the remaining 95% of Brookfield Southland Holdings LLC; and

•

Jeffrey J. Prostor, President of BH/JP Hawaii Holdings LLC, is the sole beneficiary of a rabbi trust that currently owns 50% of BH/JP Hawaii Holdings LLC. Brookfield Homes Holdings Inc. is the trustee of the rabbi trust. We own the remaining 50% of BH/JP Hawaii Holdings LLC.

INFORMATION REGARDING THE BOARD OF DIRECTORS

Corporate Governance Standards

The board of directors has adopted a Statement of Corporate Governance Practices which contains a number of corporate governance standards designed to comply with the New York Stock Exchange’s final Corporate Governance Rules (the “NYSE Rules”) and the rules and regulations of the Securities and Exchange Commission (the “SEC Rules”). The significant corporate governance standards adopted by the board of directors are discussed below. The Statement of Corporate Governance Practices is posted on our website under the Investor Relations and Corporate Governance links and is available in print to any stockholder who so requests. Our website is www.brookfieldhomes.com.

Controlled Company

Brookfield Asset Management Inc. exercises voting power over approximately 52% of our outstanding common shares. As such, we are a “Controlled Company” under NYSE Rules. At present, we have not elected to take advantage of any of the controlled company corporate governance exemptions available to us under the NYSE Rules.

Director Independence

The board has adopted a set of “Independence Standards” consistent with the NYSE Rules, to assist it in determining whether a member of the board is independent under the NYSE Rules. In order to be determined to be independent in accordance with these Independence Standards, a director must have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), other than as a director of the Company. The Independence Standards specify the criteria by which the independence of our directors will be determined, including guidelines for directors and their immediate families with respect to past employment or affiliation with the Company, its management or its independent auditor. To assist it in determining director independence, a director is not independent if:

•

the director is or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;

•

the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

•

(a) the director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor; (b) the director is a current employee of such a firm; (c) the director has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (d) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time;

•

the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or

•

the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

Based on the Independence Standards, the board has determined that Joan H. Fallon, Robert A. Ferchat, Bruce T. Lehman, David M. Sherman and Robert L. Stelzl are independent, for purposes of serving as independent members of the board of directors, the Management Resources and Compensation Committee and the Governance and Nominating Committee.

Audit Committee Independence, Financial Literacy and Audit Committee Financial Expert

In addition to being independent based on the Independence Standards, the NYSE Rules and related SEC Rules require that each member of an audit committee satisfy additional independence and financial literacy requirements, and at least one of these members must satisfy the additional requirement of having accounting or related financial management expertise. This additional requirement can be satisfied by the board determining that at least one Audit

Committee member is an “audit committee financial expert” within the meaning of the SEC Rules. Accordingly, the Audit Committee Charter contains a set of standards that relate to audit committee independence, financial literacy and audit committee accounting and financial management expertise. See “Committees of the Board — Audit Committee” for further information about the independence of the Audit Committee.

Regular Meetings of Non-Management and Independent Directors

Consistent with our present practice and in accordance with the NYSE Rules, at the time of each regularly scheduled board meeting, the non-management directors as well as the independent directors ordinarily will each meet separately for a period of time. Annually, the board of directors appoints an independent director who presides over both non-management and independent director sessions and is referred to as the Presiding Director. Presently, the Audit Committee Chairman serves as the Presiding Director. The non-management and the independent directors may also meet at such other times as determined by the Presiding Director or at the request of any non-management or independent director.

Communicating with the Board

Stockholders may send communications to the board of directors by writing to the Company’s Corporate Secretary, 12865 Pointe Del Mar, Suite 200, Del Mar, CA, 92014. Communications will be reviewed and investigated and referred to the board of directors for appropriate action. Interested parties with a good faith concern about the Company’s conduct and who wish to contact the Presiding Director directly may do so by writing to: Presiding Director, Brookfield Homes Corporation, 12865 Pointe Del Mar, Suite 200, Del Mar, CA, 92014. The status of all outstanding concerns addressed to the Presiding Director will be reported to the directors as appropriate, on at least a quarterly basis.

Code of Ethics

We have adopted a code of ethics that applies to our employees, officers and directors, including our principal executive officer and principal financial and accounting officer. The code of ethics is available on our website at www.brookfieldhomes.com and is available in print to any shareholder who requests it. Any amendments to, or waivers from, our code of ethics, as they relate to any executive officer or director, including our principal executive officer and principal financial and accounting officer must be approved by the board of directors or a committee thereof and be promptly disclosed to shareholders. We plan to disclose such waivers and amendments on our website, as well as to comply with other applicable requirements.

Complaint Procedures Regarding Accounting, Internal Control, Auditing and Financial Matters

In accordance with SEC Rules, the Audit Committee has established the following procedures for (i) the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by employees concerning questionable accounting or auditing matters.

Interested parties may report complaints regarding accounting, internal accounting controls, or auditing matters involving Brookfield Homes by writing to the Chairman of the Audit Committee, Brookfield Homes Corporation, 12865 Pointe Del Mar, Suite 200, Del Mar, CA, 92014. Complaints will be reviewed and investigated as appropriate. Employees who wish to submit concerns regarding questionable accounting or auditing matters and who wish to do so confidentially and anonymously, may follow the procedures described above, omitting any return address or other identifying feature.

Procedures Regarding Director Candidates Recommended by Stockholders

The Governance and Nominating Committee will consider a candidate recommended for the board of directors by stockholders owning at least 10% of the outstanding shares of the Company if such recommending stockholder or stockholders follow the procedures set forth below. In order to recommend a nominee for a director position, a stockholder must be a stockholder of record at the time it gives its notice of recommendation and must be entitled to vote for the election of directors at the meeting at which such nominee will be considered. Stockholder recommendations must be made pursuant to written notice delivered to or mailed and received at the principal executive offices of the Company (i) in the case of a nomination for election at an annual meeting, not less than 120 days nor more than 150 days prior to the first anniversary of the date of the Company’s notice of annual meeting for the preceding year’s annual meeting; and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the date was made. In the event that the date of the annual meeting is changed by more than 30 days from the anniversary date of the preceding year’s annual meeting, the stockholder

notice described above will be deemed timely if it is received not later than the close of business on the tenth day following the earlier of the date on which notice of the date of the meeting was mailed or public disclosure was made of the date.

The stockholder notice must set forth the following:

•

As to the person the stockholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed or is otherwise required pursuant to Regulation 14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which must include the written consent of the nominee to serve as a director if elected;

•

As to the nominating stockholder, such stockholder’s name and address as they appear on the Company’s books, the class and number of shares of the Company’s common stock which are beneficially owned by such stockholder and which are owned of record by such stockholder; and

•

As to any other beneficial owner of the stock on whose behalf the nomination is made, the name and address of such person and the class and number of shares of the Company’s common stock they beneficially own.

In addition to complying with the foregoing procedures, any stockholder nominating a director must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder.

The Governance and Nominating Committee is directed to determine the appropriate characteristics, skills and experience for each director position and for the board as a whole. Directors should possess the highest personal, professional and ethical standards, integrity and values, and be committed to representing the long-term interests of the stockholders. If a director candidate is recommended by a stockholder, the Governance and Nominating Committee expects that it would evaluate such candidate in the same manner it evaluates director candidates identified by the Committee.

Meetings of the Board

The board of directors meets at least once in each quarter, with additional meetings held when appropriate. The board also annually reviews and approves our business plan and long-term strategy. In addition, directors are expected to attend the annual meeting of stockholders. During the 2005 fiscal year, the board met five times, including four regularly scheduled quarterly meetings and one special meeting, and acted once by written consent. Each director attended 100 percent of the board and committee meetings for which they were a member during the 2005 fiscal year with the exception of two directors who were unable to attend one board meeting out of five board meetings for which they were members. In accordance with our policy, each director who was a director at the time, attended the annual meeting of stockholders held in May 2005. Four regular meetings are scheduled for 2006. Meeting frequency and agenda items may change depending on the opportunities or risks that we are facing.

At the time of each regularly scheduled board meeting, the non-management directors as well as the independent directors ordinarily will each meet separately for a period of time. The Presiding Director will preside over both non-management and independent director sessions.

Committees of the Board

The board of directors believes that committees assist in the effective functioning of the board and that the composition of board committees should ensure that the views of independent directors are effectively represented. The board has three committees: the Governance and Nominating Committee, the Audit Committee and the Management Resources and Compensation Committee. Each committee operates pursuant to a written charter. Each charter is posted on our website under the Corporate Governance link and is available in print to any stockholder who so requests. Special committees may be formed from time to time as required to review particular matters or transactions. While the board retains overall responsibility for corporate governance matters, the Governance and Nominating Committee, the Audit Committee and the Management Resources and Compensation Committee each have specific responsibilities for certain aspects of corporate governance as described below.

Governance and Nominating Committee

The Governance and Nominating Committee is appointed by the board of directors to assist the board in carrying out its responsibilities by reviewing corporate governance and board nominee issues and making recommendations to the board as appropriate. In particular, the Committee is responsible for identifying individuals qualified to become board members consistent with criteria approved by the board, recommending to the board proposed

nominees for election to the board at the next annual meeting of stockholders, developing and recommending to the board corporate governance principles, and overseeing the evaluation of the board and management. The Committee’s Charter is available on our website at www.brookfieldhomes.com. The Governance and Nominating Committee is comprised of three directors: David M. Sherman (Chairman), Robert A. Ferchat and Bruce T. Lehman. Each member of the Governance and Nominating Committee has been determined by the board to be independent within the meaning of the NYSE Rules. The Governance and Nominating Committee met twice during the 2005 fiscal year.

Audit Committee

We have a separately designated Audit Committee established in accordance with the Exchange Act. The Audit Committee is appointed by the board of directors to assist it in monitoring: (1) the integrity of our financial statements, including audits thereof; (2) our accounting and financial reporting processes and system of internal controls and procedures for financial reporting and accounting compliance; (3) the independent auditor’s qualifications and independence; (4) the performance of our internal audit function and independent auditors; (5) our compliance with legal and regulatory requirements; (6) our relationship with the independent auditors; and (7) our principal financial risks and the processes employed to manage such risks. The Audit Committee of the board is currently comprised of three directors: Robert A. Ferchat (Chairman), Joan H. Fallon and Robert L. Stelzl. Each member of the Audit Committee has been determined by the board to be “independent” and “financially literate” within the meaning of the NYSE Rules and SEC Rules. The board has determined that the Audit Committee Chairman, Mr. Ferchat, is an “audit committee financial expert” within the meaning of such rules. The Audit Committee met four times during the 2005 fiscal year.

Management Resources and Compensation Committee

The Management Resources and Compensation Committee is appointed by the board of directors to assist the board in carrying out its responsibilities by reviewing management resources and compensation issues and making recommendations to the board as appropriate. In particular, the Committee has direct responsibility to review and approve corporate goals and objectives relevant to CEO compensation; evaluate the CEO’s performance in light of those goals and objectives; either as a committee or together with the other independent directors, determine and approve the CEO’s compensation level based on this evaluation; and make recommendations to the board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans. The Management Resources and Compensation Committee is comprised of the following three directors: Bruce T. Lehman (Chairman), David M. Sherman and Robert L. Stelzl. Each member of the Management Resources and Compensation Committee has been determined by the board to be independent within the meaning of the NYSE Rules. The Management Resources and Compensation Committee met twice during the 2005 fiscal year.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Management Resources and Compensation Committee operates pursuant to a written Management Resources and Compensation Committee Charter, which was approved and adopted by the board of directors. Pursuant to the Charter, the Committee presents the following report with respect to executive compensation, which relates to the compensation arrangements for the Company’s executive officers (the “Senior Corporate Executives”). Additional disclosure is provided in this report regarding the compensation arrangements for the senior operating employees of our business units, none of whom are executive officers of the Company (the “Senior Operating Management”).

Executive compensation is determined based on the relative roles and responsibilities of the Senior Corporate Executive as compared to other executives in the Company and the performance of the executive management collectively in meeting the Company’s goal of enhancing shareholder value. A specific objective of the Company is to attract and retain highly qualified and motivated individuals and to encourage a strong team approach. Accordingly, compensation levels are monitored to ensure they meet the Company’s objectives and are competitive within the homebuilding industry.

The compensation arrangements of the Company for its Senior Corporate Executives are focused on rewarding performance and are comprised of three components: base salary, short-term incentives and long-term ownership participation. The compensation arrangements of the Company for its Senior Operating Management teams are focused on rewarding performance in their business unit and comprise base salary and participation in the net income of their business unit.

The Company emphasizes improving long-term shareholder value, represented by the growth in the value of the Company’s common stock, as the principal measure of success of the Company. Accordingly, the Company’s compensation policies are designed to provide an overall competitive compensation package with a high proportion weighted to future value creation and long-term ownership participation. This is achieved for the Senior Corporate Executives by maintaining base salaries and cash bonus awards below the median level of total cash compensation in return for enhanced opportunities to participate in the growth in value of the Company’s common stock, and for Senior Operating Management teams, by providing the opportunity to participate in the long-term value creation through a participation in the net income of their business unit. For Senior Corporate Executives, this results in stock options and deferred share units being allocated at a level at the median for similar companies. Senior Operating Management team’s participation in the net income of their business unit align them with shareholders in participating in the return from the assets they manage at a level higher than the upper quartile level for similar companies. These plans are more fully described below under “Long-Term Share Ownership” and “Senior Operating Management Long-Term Participation Plan.”

Base Salaries

Base salaries for the Company’s Senior Corporate Executives and Senior Operating Management teams are reviewed annually to ensure that they reflect the relative contribution of each individual. The Company believes that base salaries for the Senior Corporate Executives and Senior Operating Management teams should be set below the median level for comparable companies within the homebuilding industry, in return for the opportunity for these individuals to participate at a higher level in the long-term share ownership plans and management participation plans. In order to foster a team-based approach, which the Company believes is fundamental to meeting its long-term objectives, the difference between the base salaries of the CEO and the other senior executives is significantly less than in other companies.

Short-Term Incentives

The Company’s short-term incentive plan for Senior Corporate Executives is comprised of a cash bonus award. Cash bonus awards are determined based primarily on the Senior Corporate Executive’s performance in meeting the Company’s overall business plan objectives. Similar to the Company’s philosophy towards base salaries, the difference between the cash bonus awards for the CEO and CFO is relatively small. The performance of the Company is measured by the achievement of financial and other objectives. In order to further align management objectives with those of the shareholder, the CEO and CFO may elect to receive all or a portion of their annual bonus awards in deferred share units of the Company, as described below under “Long-Term Share Ownership.” For 2005, the Committee considered the Company’s performance, the Senior Corporate Executive’s achievement in meeting the Company’s business plan goals which were set by the Compensation Committee at the beginning of the 2005 fiscal year, and the factors considered above, in awarding 2005 cash bonuses.

Long-Term Share Ownership

Long-term share ownership plans for Senior Corporate Executives are intended to reward them based on increases in the value of the Company’s common stock. The purpose of these arrangements is to achieve a commonality of interest between shareholders and management and to motivate them to improve the Company’s long-term financial success, measured in terms of enhanced shareholder wealth over the long term.

The Company’s long-term share ownership plans for Senior Corporate Executives consist of two components as follows:

a)

A stock option plan under which the Company may grant options to purchase shares of the Company’s common stock at the market price on the day the options are granted. A maximum of two million shares (7.3% of the issued and outstanding shares of the Company at February 15, 2006) are authorized for issuance under the plan of which 900,375 remain available for future issuance as of February 15, 2006. Upon exercise of a vested option and upon payment to the Company of the exercise price, participants will receive one share of the Company’s common stock. The committee may permit participants to, rather than exercising an in-the-money option (“in-the-money” means the market value of shares under the option exceeds the exercise price of the options prior to related income taxes), receive an amount either in cash or in shares equal to the difference between the market price of the shares underlying the options and the exercise price of the option. For 2005, the number of options granted to Senior Corporate Executives totaled 115,000 including shares granted as a special allocation reflecting the performance of the Company in 2005 and the achievement of the Senior Corporate Executives in meeting 2005 business plan goals.

b)

A deferred share unit plan under which the CEO and CFO may, at their option, receive up to all of their annual bonus awards in the form of deferred share units. The annual bonus awards are converted to units based on the closing price of the Company’s shares on the New York Stock Exchange on the date of the award. The portion of the annual bonus award elected to be received in units by the executive may, at the discretion of the board, be increased by a factor of up to two times for purposes of calculating the number of units to be allocated under the plan. An executive who holds units will receive additional units as dividends are paid on shares of the Company’s common stock, on the same basis as if the dividends were reinvested. Participants are only allowed to redeem vested units upon cessation of employment through retirement, termination or death. The cash value of the units when redeemed will be equivalent to the closing price on the NYSE of an equivalent number of shares of the Company’s common stock. There will be no shares of the Company’s common stock issued in connection with units allocated. Under no circumstances will units be considered shares of common stock, or entitle any participant to the exercise of voting rights. For 2005, the CEO and CFO each elected to receive all of their annual bonus in the form of deferred share units, representing 6,154 units and 3,846 units, respectively.

Senior Operating Management Long-Term Participation Plan

Certain Senior Operating Management Employees, none of whom are executive officers of the Company, participate in the Senior Operating Management Long-Term Participation Plan. In 1996, when operations in California were set-up, this Plan was established to attract and retain entrepreneurial management teams to profitably manage and grow our business operations through a decentralized local management structure. The Plan provides total compensation that is exceptional when business unit returns are exceptional, drives performance and helps retain entrepreneurial operating management teams. For 2005, there were 30 participants in the Plan.

The Plan provides for participation in a business unit’s net income by the business unit management team on the following basis — 10% of net income after a base return on assets is exceeded and corporate overhead is covered (the “base return”), increasing to 15% of net income once the base return plus 5% is exceeded. No incentive is paid until the base return is exceeded. Returns are measured on a net income basis upon approval of the year end financial statements. The base return was established at a level that is intended to encourage a conservative investment approach, rather than providing an incentive for management to pursue high-risk investments in order to exceed a high base return before they participate.

In order to encourage senior management retention and a longer term focus on value creation, amounts that individuals receive under the Plan vest over a four year period at a rate of 40% upon the approval of the year end financial statements, with the remaining 60% vesting over three years, annually thereafter, at the rate of 50.0%, 33.3% and 16.7%, respectively. Our senior operating management retention rate provides stability and we believe has brought a longer term value creation focus to our operations.

2005 Compensation for Chief Executive Officer

Ian G. Cockwell’s compensation for the Company’s 2005 fiscal year consisted of an annual base salary, bonus and participation in the stock option plan and reinvestment of his bonus in the deferred share unit plan. This compensation was set on the basis of the Company’s executive compensation policy and the factors described above.

		MANAGEMENT RESOURCES & COMPENSATION COMMITTEE
		Bruce T. Lehman, Chairman
		David M. Sherman
		Robert L. Stelzl

Compensation Committee Interlocks and Insider Participation

There are no relationships requiring disclosure under this section.

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a written Audit Committee Charter. A copy of the Audit Committee Charter has been posted on our website under the Corporate Governance link. Please refer to the section of this proxy statement entitled “Information Regarding the Board of Directors — Committees of the Board — Audit Committee” for a description of the Audit Committee’s primary duties and responsibilities.

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2005. Further, the Audit Committee has discussed with the Company’s independent auditor, the matters required to be discussed by Auditing Standards Board Statement on Auditing Standards No. 61, as amended. Finally, the Audit Committee has received and reviewed the written disclosures and the letter from the independent auditor required by the Independence Standards Board Independence Standard No. 1, as amended, and has discussed the auditor’s independence with the auditor. After consideration, the Audit Committee has determined that the services related to the fees earned by the independent auditor under the heading “All Other Fees” below are compatible with the auditor’s independence.

Based on its review and discussion as described above, the Audit Committee has recommended to the board of directors that the audited financial statements for fiscal year 2005 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. Further, the Audit Committee approved the engagement of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2006.

		AUDIT COMMITTEE
		Robert A. Ferchat, Chairman
		Joan H. Fallon
		Robert L. Stelzl

PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Deloitte & Touche LLP audited our financial statements for the fiscal years ended December 31, 2005 and 2004 and the Audit Committee has appointed Deloitte & Touche as our independent auditors for the fiscal year ending December 31, 2006. In the event that ratification of this appointment of auditors is not approved by a majority of the shares of common stock voting on this Proposal, the Audit Committee will review its future appointment of independent auditors.

Representatives of Deloitte & Touche attend all meetings of the Audit Committee. The Audit Committee reviews all services performed by Deloitte & Touche, as well as the fees charged by Deloitte & Touche for such services. Additional information concerning the Audit Committee and its activities with Deloitte & Touche can be found in this proxy statement under the headings “Information Regarding the Board of Directors — Committees of the Board — Audit Committee” on page 15 and “Audit Committee Report” on page 19.

A representative of Deloitte & Touche plans to be present at the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from stockholders.

Fees Paid to Deloitte & Touche LLP

The following table shows the fees that we paid or accrued for the audit and other services provided by Deloitte & Touche during fiscal years 2005 and 2004:

		2005				2004
Audit Fees		$	491,000			$	416,000
Audit-Related Fees			—				249,000
Tax Fees			—				—
All Other Fees			29,000				59,000
Total		$	520,000			$	724,000

Audit Fees include the fees for the audit of our consolidated financial statements (including quarterly reviews), the audit of our internal controls in connection with section 404 of the Sarbanes-Oxley Act of 2002, and the audits of our 401K plan and certain subsidiaries.

Audit Related Fees include fees billed for assistance in preparing for Section 404 of the Sarbanes-Oxley Act of 2002 and for consultation on accounting matters.

All Other Fees consisted of fees related to services provided in connection with property taxes on our housing and land assets.

Pre-Approval Policies

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve audit and permissible non-audit services provided by the independent auditor.

In connection with the engagement of the independent auditor for the 2006 fiscal year, the Audit Committee pre-approved specifically described services that are within the four categories of services listed below, including the pre-approval of fee limits for the specifically described services within each category. The Audit Committee’s pre-approval process of specific services and fees includes a review of specific services to be performed, a review of fees incurred for such services in the past, a review of expected fees to be incurred in fiscal year 2006 and a comparison of fees incurred by other homebuilders for similar services. The term of any pre-approval is 12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. Fees for any of the above services that will exceed the pre-approval fee limits must be separately approved by the Audit Committee. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires separate pre-approval before engaging the independent auditor.

1.

Audit Services include audit work performed in the preparation of financial statements (including quarterly reviews), as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services.

2.

Audit Related Services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, special procedures required to meet certain regulatory requirements and consultation regarding financial accounting and/or reporting standards.

3.

Tax Services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements, and include fees in the areas of tax compliance, tax planning, and tax advice.

4.

All Other Services are those associated with permitted services not included in the other categories.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee may not otherwise delegate its responsibilities to pre-approve services performed by the independent auditor to management. No services were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirements.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF DELOITTE &
TOUCHE LLP AS BROOKFIELD HOMES’ INDEPENDENT AUDITORS FOR 2006.

OTHER MATTERS

Management and the board of directors do not know of any matters other than those described in this proxy statement which will be presented for action at the meeting. If any other matters properly come before the meeting, or any adjournments, the person or persons voting the proxies will vote them in accordance with their best judgment.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, certain of our officers, and persons who own more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10 percent stockholders are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us, we believe that all filing requirements applicable to our officers, directors and greater than 10 percent beneficial owners were complied with during the year ended December 31, 2005.

STOCKHOLDERS’ PROPOSALS FOR 2007 ANNUAL MEETING

No stockholder proposals were made for the 2006 Annual Meeting. Any stockholder who intends to present a proposal for action at our 2007 Annual Meeting of Stockholders, and to have us include such proposal in the proxy soliciting materials must deliver a copy of the proposal to us not later than November 15, 2006. Such proposal must comply with all applicable rules of the Securities and Exchange Commission. Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement. The Governance and Nominating Committee reviews all stockholder proposals and makes recommendations to the board of directors for action on such proposals.

For any proposal that is not submitted for inclusion in the proxy statement for our 2007 Annual Meeting, but is instead sought to be presented directly at our 2007 Annual Meeting, SEC rules permit proxy holders to vote proxies in their discretion if the Company: (1) receives notice of the proposal before the close of business on January 29, 2007, and advises stockholders in the proxy statement for the 2007 Annual Meeting about the nature of the matter and how the proxy holders intend to vote on such matter; or (2) does not receive notice of the proposal prior to the close of business on January 29, 2007. Notices of intention to present proposals at the 2007 Annual Meeting should be addressed to Shane D. Pearson, Vice President and Secretary, Brookfield Homes Corporation, 12865 Pointe Del Mar, Suite 200, Del Mar, CA, 92014.

		By Order of the Board of Directors,
		Shane D. Pearson
		Vice President and Secretary

Fairfax, Virginia
March 15, 2006

BROOKFIELD HOMES CORPORATION 2006 PROXY
ANNUAL MEETING OF STOCKHOLDERS MAY 3, 2006

COMMON STOCK
Brookfield Homes Corporation
8500 Executive Park Avenue, Suite 300, Fairfax, VA, 22031
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby nominates, constitutes and appoints J. Bruce Flatt and Ian G. Cockwell, and each of them, attorneys, agents and proxies of the undersigned, with full power of substitution, to represent and to vote as designated on the reverse side of this card on each of the following matters, all shares of Common Stock of Brookfield Homes Corporation (the “Company”), held of record by the undersigned at the close of business on March 6, 2006, at the Annual Meeting of Stockholders to be held on May 3, 2006, or any adjournments thereof.

PLEASE SIGN AND DATE ON REVERSE SIDE.

Please mark your votes as in this example. ý

		FOR all nominees		WITHHOLD
		listed at right (except		AUTHORITY to
		as marked to the		vote for all nominees
		contrary below)		listed at right		Nominees:		Ian G. Cockwell
1. Election of Directors		¨		¨				Joan H. Fallon
								Robert A. Ferchat
								J. Bruce Flatt
								Bruce T. Lehman
								Alan Norris
								Timothy R. Price
								David M. Sherman
								Robert L. Stelzl

(INSTRUCTIONS: To withhold authority to vote for any individual nominee write that nominee’s name on the line below.)

2.		Ratification of
		Appointment of		FOR		AGAINST		ABSTAIN
		Independent Auditors		¨		¨		¨

3. In their discretion, the proxies are authorized to vote in accordance with their judgment on other business properly brought before the Annual Meeting or any adjournment.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.

     The undersigned hereby ratifies and confirms all that said attorneys and proxies, or any of them, or their substitutes, shall lawfully do or cause to be done by virtue hereof, and hereby revokes any and all proxies heretofore given by the undersigned to vote at said meeting. The undersigned acknowledges receipt of the notice of said Annual Meeting and the proxy statement accompanying said notice.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

(Signature)				(Signature)				Date:

Note: Please sign exactly as names appear herein. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full titles as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.