UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

~~February~~March 2825, 2011 (Date of Report –— date of earliest event reported)

BROOKFIELD HOMES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)	001-31524 (Commission File Number)	37-1446709 (I.R.S. Employer Identification No.)

8500 Executive Park Avenue Suite 300 Fairfax, Virginia (Address of Principal Executive Offices)		22031 (Zip Code)

(703) 270-1700
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oþ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 35.0107. ~~Notice~~ Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

~~Pursuant~~On ~~to Item~~March ~~3.01(a)~~25, 2011, Brookfield Homes Corporation (“the “Company”) isheld ~~disclosing~~a ~~that~~special onmeeting of ~~February 28,~~stockholders ~~2011 it received a notice~~ (the “~~Notice~~Special Meeting”). ~~from~~The ~~the~~following ~~New~~proposal ~~York~~was ~~Stock~~submitted ~~Exchange~~to ~~that~~and approved by the ~~Company,~~common asstockholders aat ~~result of~~ the ~~death~~Special onMeeting. ~~February 17,~~The ~~2011~~holders of ~~one of~~ the ~~members~~Company’s ofoutstanding ~~its audit~~preferred ~~committee,~~stock ~~Robert~~were A.not ~~Ferchat,~~entitled isto ~~deficient~~vote inon ~~meeting~~ the ~~requirements of Section 303A~~proposal.~~07(a)~~ ~~the Listed~~All ~~Company~~numbers ~~Manual,~~reported ~~which~~are ~~requires~~shares anof ~~issuer~~the toCompany’s common ~~have three members on its audit committee~~stock.

As1. Approval ~~the~~and ~~event~~adoption of ~~noncompliance~~the isAgreement ~~due~~and toPlan ~~the death~~ of aMerger ~~director~~and Contribution, ~~the~~dated ~~NYSE~~as ~~has~~of ~~informed the Company~~October ~~that~~4, it2010, ~~will~~among ~~not~~Brookfield ~~append~~Homes aCorporation, ~~“below~~Brookfield ~~compliance~~Residential ~~indicator”~~Properties ~~over the consolidated tape~~Inc., ~~or include the~~Brookfield ~~Company~~Residential onAcquisition ~~the~~Corp. ~~list~~and ofBrookfield ~~noncompliant~~Properties ~~issuers~~Corporation on(the ~~www.nyx.com,~~“Merger ~~until~~and ~~August 16, 2011~~Contribution Agreement”).

Given that the merger and contribution transactions to which the Company is a party (the “transaction”) is expected to be completed in the first quarter of 2011, no further meetings of the audit committee are scheduled. As a result, the Company does not intend to appoint an additional audit committee member unless the need arises. Following the completion of the transaction, the separate reporting obligations of Brookfield Homes under the Securities Exchange Act of 1934, as amended, will cease, and the Company will no longer be listed on the NYSE.


For	Against	Abstain
25,472,444	675,176	10

Item 7.01. Regulation FD Disclosure.

On March 25, 2011, the Company issued a press release announcing that the stockholders had approved the Merger and Contribution Agreement at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release issued by Brookfield Homes Corporation on March 25, 2011.

SIGNATURES

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

Date: March 428, 2011

BROOKFIELD HOMES CORPORATION By: /s/ CRAIG J. LAURIE Craig JL. Laurie Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Exhibit

99.1		Press Release issued by Brookfield Homes Corporation on March 25, 2011.

Filing Compare · BROOKFIELD HOMES CORP